Exhibit 10.19


 


Advanced
Air Mobility (“AAM”) Partnership


-


Memorandum
of Understanding (“MOU”)


 


THIS
MOU is made on 8 June 2021 between the following parties:


 


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



 


	(B)	Virgin Atlantic Limited (registered number
                                08867781), whose registered office is at The VHQ, Fleming Way, Crawley, West Sussex, United Kingdom,
                                RH10 9DF (“VAL”);



 


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


 


Part 1
- General


 


	1.     BACKGROUND
    &

             PURPOSE	(A) 	Vertical
    is a leading designer and manufacturer of electric, zero carbon emission, vertical take-off and landing (“eVTOL”)
    aircraft.
	  	 
	 	(B)	VAL,
    through its wholly owned subsidiary, Virgin Atlantic Airways Limited (“VAA”) is one of the world’s leading
    airlines, operating out of the UK with approx. 40 wide body, long haul aircraft serving approx. 6m passengers a year.
	 	 
	 	(C)	Vertical  has  developed  the  VA-X4  (the  “Aircraft”),  a  piloted  eVTOL
    capable of carrying 4 passengers with a top speed of up to 200 mph and a range of up to 100-120 miles and is developing the VA-X8,
    a piloted hybrid eVTOL capable of carrying 8 passengers with a range of up to 500 miles.
	 	 
	 	(D)	VAL
    and Vertical are exploring the launch of a Virgin Atlantic branded short haul intercity and airport AAM network, including to provide
    domestic connectivity to VAL’s hubs in the UK.
	 	 
	 	(E)	On
    2 June 2021 the Parties signed a Mutual Non-Disclosure Agreement (the “NDA”).
	 	 
	 	(F)	This
    MOU outlines  the terms and conditions  relating to the following transactions:
	 	 
	 	 	(1)  the
    formation of a joint venture to develop an AAM business model (the “Joint Venture”);
	 	 	 
	 	 	(2)  an option
    to pre-order Aircraft by VAL; and
	 	 	 
	 	 	(3)  the
    provision of equity warrants by Vertical to VAL.
	 	 
	 	(each a “Transaction”
    and together the “Transactions”)
	 	 









	2.     BINDING
NATURE	Save
                                            for the provisions contained in this section 2 and sections 3, 4, 5, 6, 7,10, 12, 30 and
                                            36 below, this MoU shall not give rise to any legally binding rights or obligations.



 












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	3.	CONFIDENTIALITY	This
    MOU and the Transactions contemplated in it as well as the identity of the Parties will be kept strictly confidential by the Parties
    except where:
	 	 	 
	 	 	(A)	the
    other Party consents in writing to the release of any such information (such consent not to be unreasonably withheld or delayed),
    subject to  a draft  being  provided  for  the  other  relevant  Party’s  prior  review  and
    approval. The Parties have a common intent to make a jointly agreed public announcement about the Transactions envisaged by this
    MOU shortly after execution;
	 	 	 
	 	 	(B)	the  other  Party  is  obligated  by  law,  the  rules 
    of  a  recognised  stock exchange or regulatory inspection to disclose such information; or
	 	 	
	 	 	(C)	the
    disclosure to such Party’s Affiliates and its and their directors, officers, employees, members, advisors, potential investors
    and, in the case of VAL to its creditors (collectively “Recipients”), where such Recipients have a need to know.
	 	 	
	 	 	“Affiliate”
    shall  mean  any  person  directly  or  indirectly  Controlled  by,  or
    Controlling, or under common Control with a Party. “Control” includes, directly or indirectly, the power  to
    direct or cause the direction of the management, policies and/or affairs of a Party, whether through the ownership of issued share
    capital or voting rights, by contract, declaration of trust, power of attorney or any power conferred by the articles of association,
    constitution, partnership deed or other documents regulatory a Party the right to appoint or remove a majority of its board of directions
    or equivalent managing body or others and “Controls”, “Controlled” and “Controlling”
    shall be construed accordingly.
	 	 	 
	4.	GOVERNING  LAW
    

    AND JURISDICTION	This
    MOU and any contractual or non-contractual obligations arising out of or in connection with it or its subject matter shall be governed
    and construed in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the
    courts of England to settle any dispute or claim arising out of or in connection with this MOU or its subject matter.
	 	 	
	5.	EXPENSES	Each
    Party shall be liable for its own costs and expenses in connection with the preparation, review and negotiation of this MOU and any
    Transaction documents.
	 	 	


 


Part 2
- AAM Joint Venture – PHASE 1 (EXPLORATION)


 


	6.	DURATION	For
    a period of 18 months from the date of signing of this MOU, the Parties will negotiate the terms of a potential Joint Venture (“Phase
    1”). Phase 1 negotiations shall be terminable for convenience without penalty by either Party on three months’ notice.
	 	 	 
	7.	EXCLUSIVITY	Vertical
    and VAL shall grant each other reciprocal exclusivity for the duration of Phase 1 (the “Exclusivity Period”).
	 	 	
	 	 	Throughout
    the Exclusivity Period:
	 	 	 
	 	 	(a)	VAL
    shall not enter into any eVTOL joint venture or commercial co-operation agreement of a similar nature to this MOU with any
    other eVTOL manufacturer for deployment in the UK, for as long as (i) Vertical is bound by exclusivity under this agreement
    and (ii) Vertical’s Aircraft are progressing in line with agreed development and commercial delivery timelines set out
    in Part 3, section 18 and 21 of this MOU;
	 	 	 


 


 






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	 	(b)	Vertical
    shall not enter into any eVTOL joint venture or commercial cooperation agreement of a similar nature to this MOU with any
    other airline or Aircraft operator for deployment in the UK (and for so long as VAL are also bound by exclusivity under this agreement);
    and
	 	
	 	(c)	Nothing
    in this MOU shall prevent the Parties engaging with Avolon Holdings Limited to become a Party to the Joint Venture. Applicable exclusivity
    provisions to be agreed at the time (for the avoidance of doubt to apply in respect of all Parties as set out in (a) and (b) above).
	 	
	 	Nothing
    in this MOU shall prevent:
	 	 
	 	(a)	Vertical
    from agreeing an Aircraft purchase agreement or accepting a purchase order notice from any third party but Vertical shall use best
    endeavours to ensure that a Purchase Order Notice made by VAL that (a) relates to or is made for the benefit of the Joint Venture
    and (b) is exercised on or before 31 December 2022, receives order book priority for Aircraft delivery; or
	 	
	 	(b)	VAL
    from engaging with and agreeing Aircraft purchase orders or options with a third party OEM eVTOL manufacturer.
	 	 
	8.     EXPLORATION
            WORKSTREAMS	During
    Phase 1, the Parties shall establish joint Exploration Workstreams in support of the Joint Venture as indicated below and to be further
    defined (including resource allocation from each of the Parties).
	 	 
		
	 	AIRCRAFT
    (Vertical led)
	 	 
	 	Certification
	 	Gather  all  the  relevant  certification  supporting  knowhow,  evidence  and
    supporting material to de-risk the VA-X4 certification programme in the UK.
	 	
	 	Regulatory
	 	Engage
    and lobby relevant regulatory and industry bodies as needed to allow necessary air traffic permissions for eVTOL in the UK.
	 	
	 	Asset
    Financing and Aircraft as a Service
	 	Engage
    with Avolon Holdings Limited, Vertical’s aircraft leasing partner, about how Aircraft can be asset financed as part of the
    business model and provided along with associated services on an ‘aircraft as a service’ busines model.
	 	
	 	CUSTOMER
    OPERATIONS (VAL led)
	 	 
	 	Pilot
    Accreditation & Training
	 	Shape
    and define the accreditation required for pilots of Vertical’s VA-X4 eVTOL Aircraft as well as training programmes, academies
    and facilities.
	 	 





 









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	 	Physical
                                            Customer Experience

                                                 Define
                                            the physical customer experience in ‘curb-to-steps’ including specifically i)
                                            chauffer service for first and business passengers ii) check-in desk and iii) customer lounges.

                                                  

                                                 Digital
                                            Customer Experience

                                                 Define
                                            the digital customer experience including specifically i) online booking and ticketing (inc
                                            mobile and app) ii) in-flight digital iii) customer case. 3rd party digital CX
                                            integrations including specifically i) joint tickets ii) cross-sell / upgrade customer journeys.

                                                  

                                                 Staffing

                                                 How
                                            to staff check-ins, lounges, cleaning and how to leverage staff sharing with airline

                                                  

                                                 Route
                                            planning and Pricing

                                                 Explore
                                            route planning based on passenger demand and migratory route patterns linking VAL hubs to
                                            explore density, yield and pricing to establish go-to-market strategy for launch operations

                                                  

                                                 Other
                                            Markets

                                                 Explore
                                            markets and application outside the UK as part of VAL’s operations or that of its affiliates
                                            Delta and/or Virgin Group.

                                                  

                                                 Consumer
                                            Adoption

                                                 Explore
                                            ways of increasing customer adoption of sustainable air travel and in particular eVTOL. Such
                                            activity to include customer focus groups, demonstrators, social etc.

                                                  

                                                 INFRASTRUCTURE
                                            (Vertical led)

                                                  

                                                 Vertiport
                                            Infrastructure

                                                 Where
                                            to site vertiports, plans for a range of vertiports from city centre to rural, construction
                                            scoping for timeline and cost, define the development and access model – i.e. owned,
                                            leased, PAYG, areas and terms of Joint Venture exclusivity. Explore and secure space / access
                                            to airports such as LHR. Given the importance of the Vertiport Infrastructure to the Joint
                                            Venture, Vertical shall collaborate and consult with VAL on all Vertiport infrastructure
                                            relevant to the service of the Joint Venture including, but not limited to locations at LHR.

                                                  

                                                 MRO

                                                 Hangers
                                            and Aircraft storage, operations and field services engineering, technical support and training,
                                            spare parts support and maintenance regimes




 









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	 	Charging
    Infrastructure
	 	Define
    charging hardware needs, partners, cost of hardware and cost of install including necessary grid storage support and grid connections.
	 	
	 	BUSINESS
    PLAN (Joint)
	 	 
	 	Development
    of a go-to-market business plan, business financial model and joint-venture key terms for the launch a Virgin Atlantic branded short
    haul intercity and airport AAM network, including to provide domestic connectivity to VAL’s hubs in the UK (the “Business
    Plan”).
	 	 
	9.     STEERING
    GROUP	The
    Joint Venture shall establish a steering group to ensure the Exploration Workstreams are progressing as planned and delivering on
    the joint vision of the Parties. Such Steering group shall meet on an agreed cadence which shall be at least quarterly. It is expected
    that Stephen Fitzpatrick (CEO of Vertical) and Shai Weiss (CEO of Virgin Atlantic) shall join the steering group.
	 	 
	10.
      COSTS & EXPENSES	Each
    party shall bear their own costs of the resources (people, data etc) that they contribute to the formation of the joint venture and
    the activity of the working groups.
	 	
	 	For
    the avoidance of doubt all aircraft design, development, manufacturing and certification costs will be borne by Vertical. In respect
    of additional opex and/or capex costs incurred in other Exploration Workstreams, the Parties shall agree the basis for prorating
    or allocating such costs.
	 	 
	11.
      EXTENSION	At
    the final steering group of Phase 1 exploration the Parties shall meet to align on the terms of extension of the joint venture for
    a further 12-month period and commitment to delivery of the Business Plan.
	 	 


 









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Part 3
 – Aircraft Master Option Purchase Agreement


 


	12.	OPTION	Vertical
    shall grant an option to VAL to purchase Products on the following terms (or such other terms as agreed between the Parties) which
    shall be documented by the Parties in an Aircraft Master Option Purchase Agreement
	 	 	 
	13.	SELLER	Vertical
    (“Seller”)
	 	 	 
	14.	PURCHASER	VAL
    (“Purchaser”)
	 	 	 
	15.	PRODUCT(S)	VA-X4
    / VA-X8 / Other as available
	 	 	 
	16.	VA-X4    PRODUCT	The
    VA-X4 product shall meet the following specification
	 	SPECIFICATION	 	 
	 	 	●   Type:
    Piloted	
	 	 	●   Passengers:
    Pilot + 4
	 	 	●   Top
    Speed: 202mph	
	 	 	●   Range:
    100miles	
	 	 	●   Payload:
    450kg in piloted mode
	 	 	●   Fuel:
    Electric	
	 	 	●   Noise:
    45db cruise / <70db hover
	 	 	●   Default
    Exterior Branding: Virgin Atlantic
	 	 	 
	17.	PRODUCT CUSTOMISATION	The
    Seller and the Purchaser to agree standardised Product specification and any variant document to be agreed by the Parties and produced
    by the Seller by no later than 30 June 2023.
	 	 	 
	18.	PRODUCT
    

    CERTIFICATION 

    AND

    REGISTRATION	The
                                                                                                 Parties shall document the key milestones in 2021, 2022 and 2023 for certification of the Product with all authorities
                                                                                                 for deployment in the UK, including the Civil Aviation
                                                                                                 Authority (“CAA”), with the target of having
                                                                                                 achieved full certification by no later than 1 July 2024. In the event of a delay in achieving a milestone and/or
                                                                                                 obtaining such certification, the walk away date set out in section 29 below shall be extended for a timeframe corresponding to the
                                                                                                 expected delay.

                                                                                

                                                                               Additional
                                            validations will follow to enable the Aircraft to be operated in other jurisdictions.

	 		
	 	 	The
    Purchaser shall be responsible for the registration, filing and/or recording of any documents and interests relating to the Aircraft
    with the relevant aviation authorities.
	 	 	 
	19.	WARRANTIES
    AND

    GUARANTIES	Seller
    to give customary warranties and guarantees in respective of Aircraft performance and operational costs that are (a) on a most
    favoured nation basis and (b) satisfactory to the Purchaser (including, but not limited to, payload, battery charging and maintenance,
    battery life and degradation, single pilot operation, insurance protocols pre-delivery).
	 	 	 	 


 









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	20.
     PRODUCT PRICE	The
                                            pricing strategy continues to be developed, and VAL shall purchase aircraft according to
                                            Vertical’s pricing at the time of issuing a Purchase Order Notice, with terms to be
                                            on a most favoured nation basis.

                                                                                 

                                                                                As
                                            an indication of price, the current price is expected to be $4m per VA-X4 (and shall be capped
                                            at such amount). Prices for VA-X8 and other variants still to be defined but shall be subject
                                            to most favoured nation terms.

	 	 
	21.
    FIRST  AVAILABLE	From
    1 October 2024.
	DELIVERY
    DATE	 
	 	 	Indicative
    production capacity as follows:
	 	 	 
	 	 	2024:
    50
	 	 	2025:
    250
	 	 	2026:
    1,000
	 	 	2027:
    1,500
	 	 	2028:
    2,000
	 	 
	22.
    PURCHASE ORDER	From
    the date of signing of the MOU to the 1 July 2026.
	DURATION	 	 
	 	 
	23.
    PRE-DELIVERY	None
	PAYMENTS	 	 
	 	 	 
	24.
      PAYMENT AND

            DELIVERY 

            DESTINATION		On
    delivery. The Parties shall discuss in good faith and mutually agree who bears responsibility for customs duties, taxes and the delivery
    destination of each aircraft.
	 	 
	25.
      INITIAL PURCHASE

            ORDER 

            COMMITMENT	A
                                            purchase order shall be of a minimum of 50 Aircraft (the “Minimum Order Quantity”)
                                            and up to 150 Aircraft (the “Maximum Order
                                            Quantity”) over the  Purchase
                                            Order Duration. The joint ambition of the Parties is a target quantity of 100 Aircraft (the
                                            “Target Quantity”).

                                                                    

                                                                   Purchaser
                                            shall have conversion rights into any more recently developed variants or design iterations
                                            intended for commercialisation by the Seller at the time a Purchase Order Notice is issued.
                                            Terms to be made available on a most favoured nation basis.

	 	 
	26.  
    PURCHASE ORDER

            NOTICE	The Purchaser shall provide notice to the Seller in writing of its firm order for Aircraft under this purchase order (“Purchase Order Notice”) at least 12 months prior to the month in which aircraft are to be delivered. The minimum quantity of any Purchase Order Notice shall be 25 Aircraft.

                                                                                 

                                                                                Where VAL issues a Purchase Order Notice (i) on behalf of the Joint Venture and (ii) by 31 December 2022, Vertical shall use best endeavours to provide order book priority to expedite the Earliest Available Delivery Date ahead of third-party Aircraft Purchase Order Notices.

	 	 	 


 









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	27.   MAINTENANCE


         AND SUPPORT	In
                                            addition to manufacturing and delivering the Aircraft, the Seller may provide  various ancillary
                                            goods and services to the Purchaser, the specific nature of which shall be agreed by 30 June 2023.
                                            These ancillary goods and services include operations and field services engineering, technical
                                            support and training, spare parts support, smart charging systems, training of flight crews
                                            in the operation of aircraft, a complete set of technical manuals, software and other materials
                                            (including subsequent revisions) and a maintenance regime (including locations and entities
                                            accredited to perform such maintenance) with respect to each aircraft. The scope of such
                                            services shall be developed by the Joint Venture described above.
	 	 
	28.   ASSIGNMENT	No
                                            rights of assignment shall be afforded to the Purchaser without the prior written consent
                                            of the Seller other than to related parties and Affiliates (which, for the avoidance of doubt,
                                            shall include Delta Air Lines Inc, Virgin Group and any wholly or partly owned subsidiary
                                            of VAL).
	 	 
	29.   TERMINATION
FOR         CONVENIENCE	The
                                            Purchaser shall be entitled to terminate this Option, the Aircraft Master  Option Purchase
                                            Agreement and any Purchase Order for convenience without penalty by providing written notice
                                            to the Seller by 1 July 2023. Thereafter the Purchaser shall be bound to purchase the
                                            stated Initial Purchase Order Commitment (subject to any extension in accordance with section
                                            18).
	 	 



 


Part 4 – VAL Option
Warrants


 


	30.
      OPTION	 	Vertical
    is a new aircraft company pioneering technology in AAM. Vertical is currently undertaking
    a public market listing via a special acquisition
    company (“SPAC”) in order to raise the capital required to bring product to market. In recognition of VAL’s
    commitment to Vertical to bring product to market, Vertical will issue VAL with an option to acquire equity warrants in Vertical on
    the following terms which shall be documented in a Warrant Option Subscription Agreement to be entered into by the
    Parties.
	 	 	 
	31.
      WARRANTS	 	Vertical
    will issue 3% equity warrants in Vertical with a $10 strike price in two tranches. Warrants to be issued in Vertical Aerospace Limited
    (or relevant holding or successor company following any merger or acquisition, including via the SPAC)
	 	 	 
	32.
    EXERCISE AND		Tranche
    1
	VESTING	 	1.5%
    of Warrants to vest at completion of Vertical’s de-SPAC;
	 	 	 
	 	 	Tranche
    2
	 	 	1.5%
    of Warrants to vest proportionately on binding contractual commitment to acquire Aircraft; subject to meeting the Minimum Order Quantity.
	 	 	
	 	 	Tranche
    2 to be prorated against the Target Quantity e.g. between 0 and 50 Aircraft would result in 0%, a 75 Aircraft order would result
    in 1.125% and a 100 Aircraft order would result in 1.5%.
	 	 	
	 	 	Exercise
    will be linked to each of the vesting milestones above.


 









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	33.	TERM	 	The
    Warrants will remain outstanding for 5 years.
	 	 	 	 
	34.	IMPACT OF

    ASSIGNMENT		In
    the event of an assignment in whole or in part of the pre-order agreement, the Parties shall agree how Tranche 2 shall be treated
    for the purposes of assignment.


 


Part 5
 – VAL Commission


 


	35.  
    PURPOSE	VAL
                                            is a private company owned 51% by Virgin Group and 49% by Delta Air Lines Inc.

                                                                                 

                                                                                VAL
                                            shall use reasonable endeavours to facilitate Vertical discussions with Delta and Virgin
                                            Group in respect of eVTOL business partnerships and/or Aircraft purchase agreements (including
                                            options) in the USA (Delta) and other Rest of World countries (Virgin Group).

	 	 
	36.  
    COMMISSION	In
    the event of binding agreements between Vertical and one of Delta and Virgin Group, a commission fee shall be payable by Vertical
    to VAL of 1% of expected transaction value. For the avoidance of doubt the terms offered to Delta by Vertical for US operations shall
    be on no less favourable terms than those offered to VAL.
	 	 


 


Part 5
 – Next Steps


 


	37.
      PROPOSED NEXT		Following
    execution of this MOU, the Parties anticipate the next steps to be as
    follows:
	STEPS	 	
	 	 	 
	 	 	(A)  Each
                                            of Vertical and VAL to assign deal leads for the Transactions

                                                                                

	 	 	(B)  The
                                            drafting, negotiation and entering into of:

                                                                                

	 	 	(1)	A
    Joint Venture / Collaboration Agreement;
	 	 	 	 
	 	 	(2)	An
    Aircraft Master Option Purchase Agreement; and
	 	 	 	 
	 	 	(3)	A
    Warrant Option Subscription Agreement;
	 	 	 	 
	 	 	(together,
    the “Transaction Documents”)
	 	 	 
	 	 	(C)  The
    parties to announce a jointly agreed press release regarding their transaction,
    or as required for regulatory reasons, at a time to be agreed.
	 	 	


 









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


 





	 /s/ Shai Weiss	 






Director,


Duly
authorised for and on behalf of


Virgin
Atlantic Limited


 


Date:
08-Jun-21


 





	 /s/ Vinny Casey	 






Director,


Duly
authorised for and on behalf of 

Vertical Aerospace Group Ltd


 


Date:
08-Jun-21


 









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