Exhibit 10.21


 


Dated 22 October 2021


 


 


 


Vertical
Aerospace Group Ltd.

(as Borrower)


 


 


and


 


 


Stephen
Fitzpatrick

(as Lender)


 


 


 


 


 





 






 


Loan Agreement


 





 






 





 


 


 


 





 





99 Bishopsgate

London EC2M 3XF

United Kingdom

Tel: +44.20.7710.1000


www.lw.com


 






    


     


    

 


THIS
LOAN AGREEMENT (the “Agreement”) is made on 22
October 2021


 


BETWEEN


 


		(1)	STEPHEN
                                            FITZPATRICK, a citizen of England (the “Lender”); and



 


		(2)	VERTICAL
                                            AEROSPACE GROUP LTD., a private limited company incorporated in England and Wales with
                                            registered number 12590994 and having its registered office at 140-142 Kensington Church
                                            Street, London, England W8 4BN (the “Borrower”),



 


each a “Party”
and together the “Parties”.


 


WHEREAS,
the Lender wishes to make a loan in the aggregate amount of $5,000,000.00 available to the Borrower on the terms set out in this Agreement.


 


NOW
THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement
and for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereto agree as follows:


 


		1.	DEFINITIONS
                                            AND INTERPRETATION



 


		1.1	In this
                                            Agreement, unless the context otherwise requires:



 


“Advance”
means the advance of an aggregate principal amount of $5,000,000.00 (or its equivalent in pounds sterling, using the prevailing exchange
rate on the Business Day immediately prior to the date of the Advance) to be made by the Lender to the Borrower;


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such
Person;


 


“Business
Day” means a day (other than a Saturday or Sunday) on which banks are open for ordinary banking business in London, United
Kingdom;


 


“Maturity
Date” means 31 December 2022;


 


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


 


“Vertical
Aerospace Ltd.” means Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability and having
its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.


 


		1.2	In this
                                            Agreement, unless the context otherwise requires:



 


		(a)	references
                                            to the singular shall include the plural and vice versa and references to one gender include
                                            any other gender;



 


		(b)	references
                                            to “sterling”, “pounds sterling” or “£” are references
                                            to the lawful currency from time to time of the United Kingdom;



 


		(c)	references
                                            to “$” are references to the lawful currency from time to time of the United
                                            States of America;



 


		(d)	references
                                            to times of the day are to London time unless otherwise stated;



 






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		(e)	references
                                            to writing shall include any modes of reproducing words in a legible and non-transitory form;



 


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



 


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



 


		1.3	The headings
                                            and sub-headings in this Agreement are inserted for convenience only and shall not affect
                                            the construction of this Agreement.



 


		2.	THE
                                            ADVANCE



 


On the
date hereof the Lender shall make the Advance to the Borrower.


 


		3.	PURPOSE



 


The Advance
shall be used for the general corporate purposes of the Borrower and the Borrower undertakes to the Lender that it will apply the Advance
toward such purposes. The Lender shall not be bound to monitor or verify the application of the Advance.


 


		4.	INTEREST



 


		4.1	No interest
                                            is payable on the Advance.



 


		5.	REPAYMENT



 


		5.1	The Advance
                                            may be repaid by the Borrower in one or several instalments, at the Borrower’s discretion
                                            and without any early repayment penalty or interest, but in any event shall be repaid in
                                            full on or prior to the Maturity Date.



 


		5.2	The Borrower
                                            shall cause the Advance to be repaid to the Lender and this obligation may include procuring
                                            Vertical Aerospace Ltd. to pay the Lender (on behalf of the Borrower) any such amount which
                                            equals the whole or part of the Advance from time to time, including through the issuance
                                            of ordinary shares, par value $0.0001, in the capital of Vertical Aerospace Ltd. at a price
                                            of $10.00 per ordinary share (and following any repayment through the issuance of ordinary
                                            shares, par value $0.0001, in the capital of Vertical Aerospace Ltd the Advance shall be
                                            deemed repaid at the rate of $10.00 per ordinary share issued).



 


		6.	PAYMENTS
                                            AND SET OFF



 


		6.1	Subject
                                            to Clause 6.2, all payments made by any Party under this Agreement are free from any set-off,
                                            counterclaim or other deduction or withholding of any nature whatsoever, except for deductions
                                            or withholdings required to be made by law. If any deductions or withholdings are required
                                            by law to be made from any such payments, the amount of the payment shall be increased by
                                            such amount as will, after the deduction or withholding has been made, leave the recipient
                                            of the payment with the same amount as it would have been entitled to receive in the absence
                                            of any such requirement to make a deduction or withholding.



 


		6.2	If any sums
                                            would otherwise become due for payment under this Agreement on a day which is not a Business
                                            Day that sum shall become due on the following Business Day of the same calendar month or,
                                            if none, on the immediately preceding Business Day.



 


		6.3	The Borrower
                                            shall pay or reimburse the Lender for any stamp duty, stamp duty reserve tax or other duties
                                            or taxes payable in connection with the execution, constitution and original issue, completion
                                            and initial delivery of this Agreement, subject to the Lender having delivered to the Borrower
                                            a written statement detailing such amounts.



 






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		6.4	The Parties
                                            may at any time by agreement in writing set off any obligation of the Borrower (or any Affiliate
                                            of the Borrower) to the Lender against any obligation of the Lender (or any Affiliate
                                            of the Lender) to the Borrower (or any Affiliate of the Borrower), whether either
                                            obligation is present or future, and whether or not either liability arises under this Agreement.
                                            If the obligations to be set off are expressed in different currencies or in assets other
                                            than currencies, the Lender may convert either obligation at an official exchange rate of
                                            xe.com for the purpose of set-off or according to any reasonable appropriate rate.



 


		7.	Confidentiality



 


		7.1	Unless otherwise
                                            authorised by the other Party, neither Party shall disclose to third parties any information
                                            that it obtained from the other Party on a confidential basis. The Parties shall take all
                                            reasonable precautions to protect such information from unauthorised disclosure.



 


		7.2	Each of
                                            the Parties shall treat as strictly confidential and not disclose or use any information
                                            received or obtained as a result of entering into this Agreement, except if required by law
                                            or to a tax authority in connection with the tax affairs of the disclosing party.



 


		8.	FURTHER
                                            ASSURANCE



 


Each
Party shall, at its own cost, promptly execute and deliver all such documents, and do all such things, as the other Party may from time
to time reasonably require for the purpose of giving full effect to the provisions of this Agreement and to secure for the other Party
the full benefit of the rights, powers and remedies conferred upon it under this Agreement.


 


		9.	ENTIRE
                                            AGREEMENT AND REMEDIES



 


This
Agreement sets out the entire agreement between the Parties relating to the subject matter contained herein and, save to the extent expressly
set out in this Agreement, supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties, promises,
assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto. This Clause 9 shall not exclude any
liability for or remedy in respect of fraudulent misrepresentation.


 


		10.	WAIVER
                                            AND VARIATION



 


		10.1	A failure
                                            or delay by a Party to exercise any right or remedy provided under this Agreement or by law,
                                            whether by conduct or otherwise, shall not constitute a waiver of that or any other right
                                            or remedy, nor shall it preclude or restrict any further exercise of that or any other right
                                            or remedy. No single or partial exercise of any right or remedy provided under this Agreement
                                            or by law, whether by conduct or otherwise, shall preclude or restrict the further exercise
                                            of that or any other right or remedy.



 


		10.2	A waiver
                                            of any right or remedy under this Agreement shall only be effective if given in writing and
                                            shall not be deemed a waiver of any subsequent breach or default.



 


		10.3	No variation
                                            or amendment of this Agreement shall be valid unless it is in writing and duly executed by
                                            or on behalf of all of the Parties to this Agreement. Unless expressly agreed, no variation
                                            or amendment shall constitute a general waiver of any provision of this Agreement, nor shall
                                            it affect any rights or obligations under or pursuant to this Agreement which have already
                                            accrued up to the date of variation or amendment and the rights and obligations under or
                                            pursuant to this Agreement shall remain in full force and effect except and only to the extent
                                            that they are varied or amended.



 






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		11.	INVALIDITY



 


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


 


		12.	ASSIGNMENT



 


Except
as the Parties specifically agree in writing, no Person shall assign, transfer, charge or otherwise deal with all or any of its rights
under this Agreement nor grant, declare, create or dispose of any right or interest in it.


 


		13.	NOTICES



 


		13.1	Any notice
                                            or other communication given under this Agreement or in connection with the matters contemplated
                                            herein shall, except where otherwise specifically provided, be sent to the address and e-mail
                                            address below (provided that a notice sent to the e-mail address shall not constitute notice):



 


	 	For the Borrower:	 
	 	 	 
	 	Name:	Vertical Aerospace Group Ltd.
	 	Address:	140-142 Kensington Church Street
	 	 	London, W8 4BN
	 	 	United Kingdom
	 	E-mail address:	#####.#####@vertical-aerospace.com
	 	 	 
	 	For the Lender:	 
	 	Name:	Stephen Fitzpatrick
	 	Address:	140-142 Kensington Church Street
	 	 	London, W8 4BN
	 	 	United Kingdom
	 	E-mail address:	######.###########@vertical-aerospace.com





 


		13.2	Any Party
                                            to this Agreement may notify the other Party of any change to its address or other details
                                            specified in Clause 13.1 provided that such notification shall only be effective on the date
                                            specified in such notice or five Business Days after the notice is given, whichever is later.



 


		14.	RIGHTS
                                            OF THIRD PARTIES



 


A person
who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its
terms.


 


		15.	COUNTERPARTS



 


This
Agreement may be executed in any number of counterparts. Each counterpart shall constitute an original of this Agreement but all the
counterparts together shall constitute but one and the same instrument.


 


		16.	GOVERNING
                                            LAW AND JURISDICTION



 


		16.1	This Agreement
                                            and any non-contractual rights or obligations arising out of or in connection with it shall
                                            be governed by and construed in accordance with English law.



 






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



 


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This Agreement
has been entered into on the date stated at the beginning of it.





 


	 	LENDER	 
	 	 	 
	 	By:	/s/ Stephen Fitzpatrick
	 	Name:	Stephen Fitzpatrick
	 	 	 
	 	 	 
	 	 	 
	 	BORROWER
	 	 	 
	 	VERTICAL AEROSPACE GROUP LTD.
	 	 	 
	 	By:	/s/ Vincent Casey
	 	Name:	Vincent Casey
	 	Title:	Chief Financial Officer