Exhibit 10.6


 


FORM OF SUBSCRIPTION AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [  ̃ ],
day of June, 2021, by and among Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Issuer”),
Broadstone Acquisition Corp., a Cayman Islands exempted company (“Broadstone”) and the undersigned (“Subscriber”
or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto
in the Business Combination Agreement (as defined below).


 


WHEREAS, the Issuer, Vertical
Aerospace Group Ltd. (the “Company”), Broadstone, Vertical Merger Sub Ltd., a Cayman Islands exempted company incorporated
with limited liability and wholly owned subsidiary of the Issuer (“Merger Sub”) and the other parties named therein,
will, immediately following the execution of this Subscription Agreement, enter into that certain Business Combination Agreement, dated
as of the date hereof substantially in the form provided to the Subscriber (as amended, modified, supplemented or waived from time to
time in accordance with its terms, the “Business Combination Agreement”), pursuant to which, inter alia, (i) Merger
Sub will be merged with and into Broadstone, with Broadstone surviving as a wholly owned subsidiary of the Issuer (the “Merger”)
and (ii) the Issuer will acquire all of the issued and outstanding shares of the Company, with the Company becoming a wholly owned
subsidiary of the Issuer (the “Business Combination”), on the terms and subject to the conditions set forth therein
(the Merger and the Business Combination, together with the other transactions contemplated by the Business Combination Agreement, the
 “Transactions”);


 


WHEREAS, in connection with
the Transactions, Subscriber desires to subscribe for and purchase from the Issuer that number of ordinary shares of the Issuer, par
value $0.0001 per share (the “Issuer Shares”), set forth on Subscriber’s signature page hereto (the “Shares”)
for a purchase price of $10.00 per share (the “Per Share Purchase Price”), and for the aggregate purchase price set
forth on Subscriber’s signature page hereto (the “Purchase Price”), and the Issuer desires to issue and
sell to Subscriber the Shares in consideration of the payment of the Purchase Price therefor by or on behalf of Subscriber to the Issuer,
all on the terms and conditions set forth herein; and


 


WHEREAS, certain other “qualified
institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”))
or institutional “accredited investors” (within the meaning of Rule 501(a) of Regulation D under the Securities
Act) (each, an “Other Subscriber”) have, severally and not jointly, entered into separate subscription agreements
with the Issuer (the “Other Subscription Agreements”) substantially similar to this Subscription Agreement, pursuant
to which such Other Subscribers have agreed to purchase Issuer Shares on the Closing Date (as defined below) at the Per Share Purchase
Price, and the aggregate amount of securities to be sold by the Issuer pursuant to this Subscription Agreement and the Other Subscription
Agreements equals, as of the date hereof, 8,900,000 shares of Issuer Shares.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:


 


1.            Subscription.
Subject to the terms and conditions hereof, at the Closing, Subscriber hereby irrevocably agrees to subscribe for and purchase, and the
Issuer hereby irrevocably agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Shares (such subscription
and issuance, the “Subscription”).


 






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2.            Representations,
Warranties and Agreements.


 


2.1           Subscriber’s
Representations, Warranties and Agreements. To induce the Issuer to issue the Shares to Subscriber, Subscriber hereby represents
and warrants to the Issuer and Broadstone and acknowledges and agrees with the Issuer and Broadstone, as of the date hereof and as of
the Closing, as follows:


 


2.1.1            Subscriber
has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or
formation (if such concept exists in such jurisdiction), with power and authority to enter into, deliver and perform its obligations
under this Subscription Agreement.


 


2.1.2            This
Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber and, assuming that this Subscription Agreement
has been duly authorized, executed and delivered by the Issuer and Broadstone, shall constitute the valid and binding obligation of Subscriber,
and is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally,
and (ii) principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness, good faith
and fair dealing with respect to those jurisdictions that recognize such concepts).


 


2.1.3            The
execution, delivery and performance by Subscriber of this Subscription Agreement (including compliance by Subscriber with all of the
provisions hereof) and the consummation of the transactions contemplated herein do not and will not (i) conflict with or result
in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of any indenture, mortgage,
charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber
is bound or to which any of the property or assets of Subscriber is subject, (ii) if Subscriber is not an individual, result in
any violation of the provisions of the organizational documents of Subscriber, or (iii) result in any violation of any law, statute
or any judgment, order, rule or regulation or any other legally enforceable requirement of any court or governmental agency or body,
domestic or foreign, having jurisdiction over Subscriber or any of its properties that, in the case of clauses (i) and (iii), would
reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber
Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber that
has a material adverse effect on the legal authority of Subscriber to enter into and timely perform its obligations under this Subscription
Agreement.


 


2.1.4            Subscriber
is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with,
any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection
with the execution, delivery and performance of this Subscription Agreement.


 






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2.1.5            Subscriber
(i) is 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) of Regulation D under the Securities Act) satisfying the
applicable requirements set forth on Schedule I and it is an “institutional account” as defined in FINRA Rule 4512(c),
(ii) is an investor in one of the categories set forth in Schedule I and satisfies the applicable requirements set forth
on Schedule I, and by signing below confirms that it is fully familiar, following advice of its own legal counsel, with the implications
of being such an investor who is investing in the Shares, (iii) if resident in a member state of the European Economic Area, is
a “qualified investor” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market
(the “EU Prospectus Regulation”), (iv) if resident in the United Kingdom, is a “qualified investor”
within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018
(the “UK Prospectus Regulation”) who: (a) has professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial
Promotion Order”); (b) is a high net worth entity or other person falling within Article 49(2)(a) to (d) of
the Financial Promotion Order; or (c) is any other person to whom an invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act 2000) may otherwise lawfully be made under the Financial Promotion
Order, (v) is acquiring the Shares only for its own account and not for the account of others, or if Subscriber is subscribing for
the Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional
buyer” (as defined in the Securities Act) or an accredited investor (within the meaning of Rule 501(a) of Regulation
D under the Securities Act), and Subscriber has full investment discretion with respect to each such account, and the full power and
authority to make the acknowledgements, representations, warranties and agreements herein on behalf of each owner of each such account,
for investment purposes only and not with a view to any distribution of the Shares in any manner that would violate the federal securities
laws of the United States or any other applicable jurisdiction (and shall provide the requested information on Schedule I hereto).
Subscriber is not an entity formed for the specific purpose of acquiring the Shares.


 


2.1.6            Subscriber
understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities
Act, or any “offer of securities to the public” within the meaning of the EU Prospectus Regulation or the UK Prospectus Regulation,
and that the Shares have not been registered under the Securities Act. Subscriber understands that (A) the Shares may not be resold,
transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except
(i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur solely 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 of cases (i) and (iii), in accordance with any applicable
securities laws of the states and other jurisdictions of the United States, (B) the Shares may be subject to transfer restrictions
under applicable laws and (C) any certificates or book entries representing the Shares shall contain a legend to such effect. Subscriber
acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Subscriber
understands and agrees that the Shares will be subject to the foregoing restrictions and, as a result of these restrictions, Subscriber
may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite
period of time. Subscriber acknowledges that it has been advised to consult legal counsel prior to making any offer, resale, pledge or
transfer of any of the Shares.


 






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2.1.7            Subscriber
understands and agrees that Subscriber is purchasing the Shares directly from the Issuer. Subscriber further acknowledges that (i) there
have been no representations, warranties, covenants or agreements made to Subscriber by the Issuer, Broadstone, the Company, the Placement
Agents (as defined below) or any of their respective affiliates, officers or directors, expressly or by implication, in connection with
Subscriber’s subscription for the Shares, other than those representations, warranties, covenants and agreements expressly set
forth in this Subscription Agreement, and (ii) Subscriber is not relying on any representations, warranties or covenants other than
those expressly set forth in this Subscription Agreement in connection with Subscriber’s subscription for the Shares,.


 


2.1.8            Subscriber
represents and warrants that it (i) is purchasing the Shares for investment, (ii) has no current plan or intention to dispose
of or otherwise transfer the Shares and (iii) is under no binding agreement to dispose of or otherwise transfer the Shares.


 


2.1.9            In
making its decision to purchase the Shares, Subscriber represents that it has relied solely upon independent investigation made by Subscriber
and its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) and each
of the Issuer’s and Broadstone’s express representations, warranties and agreements in this Subscription Agreement. Without
limiting the generality of the foregoing, Subscriber has not otherwise relied on any representations, warranties, statements or other
information provided by anyone other than the Issuer and Broadstone concerning the Issuer, Broadstone, the Company or the Shares or the
offer and resale of the Shares. Subscriber acknowledges and agrees that Subscriber (i) has received access to and has had an adequate
opportunity to review, such financial and other information as Subscriber deems necessary in order to make an investment decision with
respect to the Shares (including with respect to the Issuer, Broadstone, the Company and the Transactions), (ii) has made its own
assessment and (iii) is satisfied concerning the relevant tax and other economic considerations relevant to the Subscriber’s
investment in the Shares. Subscriber acknowledges that it has reviewed the documents made available to the Subscriber in the electronic
data room hosted by the Issuer in connection with the transactions contemplated by this Subscription Agreement (the “Disclosure
Package”) and any documents made available by Broadstone on EDGAR. Subscriber represents and agrees that Subscriber and Subscriber’s
professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information
as Subscriber and Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect
to the Shares. Subscriber acknowledges that Citigroup Global Markets Inc. and Barclays Capital Inc. (collectively, the “Placement
Agents”) and their respective directors, officers, employees, representatives and controlling persons have made no independent
investigation with respect to the Issuer, Broadstone, the Company or the Shares or the accuracy, completeness or adequacy of any information
supplied to the Subscriber by the Issuer, Broadstone or the Company. Subscriber acknowledges that (a) it has not relied on any statements
or other information provided by any Placement Agent or any of the Placement Agents’ respective affiliates with respect to its
decision to invest in the Shares (including information related to the Issuer, Broadstone, the Company, or the Shares) and the offer
and sale of the Shares, and (b) none of the Placement Agents or any of their respective affiliates has prepared any disclosure or
offering document in connection with the offer and sale of the Shares. Subscriber further acknowledges that the information provided
to Subscriber is preliminary and subject to change, and that any changes to such information, including any changes based on updated
information, shall in no way affect the Subscriber’s obligation to purchase the Shares hereunder; provided, that the foregoing
shall not affect Subscriber’s rights under any other provision of this Subscription Agreement.


 






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2.1.10            Subscriber
became aware of this offering of the Shares solely by means of direct contact between Subscriber and the Company, the Issuer, Broadstone
or their respective representatives (including the Placement Agents). Subscriber has a pre-existing substantive relationship (as interpreted
in guidance from the Securities and Exchange Commission (the “Commission”) under the Securities Act) with the Issuer,
Broadstone, the Company or their respective representatives (including the Placement Agents), and the Shares were offered to Subscriber
solely by direct contact between Subscriber and the Company, the Issuer, Broadstone or its representatives, or the Placement Agents.
Subscriber did not become aware of this offering of the Shares, nor were the Shares offered to Subscriber, by any other means. Subscriber
acknowledges that the Placement Agents have not acted as its financial advisor or fiduciary. Subscriber acknowledges that the Shares
(i) were not offered to it by any form of general solicitation or general advertising, including methods described in Section 502(c) of
Regulation D under the Securities Act, and (ii) to its knowledge, 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.


 


2.1.11            Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares. Subscriber is able
to fend for itself in the transactions contemplated herein, 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 Shares. Subscriber acknowledges that Subscriber shall be responsible
for any of the Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement,
and that none of the Company, Broadstone, the Issuer, or any of their respective agents (including the Placement Agents) or affiliates,
have provided any tax advice or any other representation or guarantee, whether written or oral, regarding the tax consequences of the
transactions contemplated by this Subscription Agreement. Subscriber understands and acknowledges that the purchase and sale of the Shares
hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer
exemption under FINRA Rule 2111(b).


 






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


 


2.1.13            Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any
findings or determination as to the fairness of an investment in the Shares, nor upon the accuracy or adequacy of the Company’s,
Broadstone’s or Issuer’s reports, schedules, forms, statements and other documents required to be filed by the Company, Broadstone
and Issuer under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof.


 


2.1.14            Subscriber
acknowledges and agrees that (i) the Staff of the Commission issued the Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies on April 12, 2021 (the “Statement”), (ii) Broadstone
continues to review the Statement and its implications, including on the financial statements and other information included in the SEC
Documents and (iii) any restatement, revision or other modification of the SEC Documents in connection with such review of the Statement
or any subsequent related agreements or other guidance from the Staff of the Commission shall be deemed not material for purposes of
this Subscription Agreement and shall not be, or be deemed to have caused, a Broadstone Material Adverse Effect.


 


2.1.15            Except
as permitted by applicable law, none of the Subscriber or any of its respective subsidiaries nor, to the knowledge of the Subscriber,
any director, officer, agent, or employee of the Subscriber or any of its respective subsidiaries is a person that is, or is controlled
or owned 50 percent or more, individually or in the aggregate, by one or more persons that are currently the subject of any sanctions
administered by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department
of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”),
nor is the Subscriber or any of its respective subsidiaries located, organized or resident in a country or territory that is the subject
of Sanctions (currently, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria). None of the Subscriber or any of its
respective subsidiaries nor, to the knowledge of the Subscriber, any director, officer, agent, or employee of the Subscriber or any of
its respective subsidiaries has received notice of, or is otherwise aware of, any claim, action, suit, proceedings or investigation involving
it with respect to Sanctions. The Subscriber and each of its subsidiaries have instituted and maintained policies and procedures designed
to ensure, and which are reasonably expected to continue to ensure, continued compliance with Sanctions. Notwithstanding the foregoing,
the operation by the Subscriber to, from and in Cuba, including entering into necessary agreements to do so and retaining or stationing
employees or other agents in Cuba in connection with the same, in each case, in compliance with the requirements of the U.S. Department
of Transportation and the U.S. Department of the Treasury and all other applicable laws, is not, and shall be deemed not to constitute,
a violation of any of the foregoing.


 






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2.1.16            If
Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement
that is subject to Section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in Section 3(32)
of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA)
or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or
other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered
to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary
or prohibited transaction provisions of ERISA or Section 4975 of the Code, Subscriber represents and warrants that neither the Issuer
nor any of its affiliates (collectively, the “Transaction Parties”) has acted as the Plan’s fiduciary, or has
been relied on for advice, with respect to its decision to acquire and hold the Shares, and none of the Transaction Parties shall at
any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Shares.


 


2.1.17            Except
as a result of the entry into this Subscription Agreement (if relevant), Subscriber is not currently (and at all times through Closing
will refrain from being or becoming) a member of (i) a “group” (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor
provision) and (ii) a group acting for the purpose of acquiring, holding or disposing of equity securities of the Issuer (within
the meaning of Rule 13d-5(b)(1) under the Exchange Act).


 


2.1.18            No
foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state
have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Issuer as a result
of the purchase of the Shares by the Subscriber such that a declaration to the Committee on Foreign Investment in the United States would
be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over
the Issuer from and after the Closing as a result of the purchase and sale of Shares hereunder.


 


2.1.19            Subscriber
has, and on each date the Purchase Price would be required to be funded to the Issuer pursuant to Section 3 will have, sufficient
immediately available funds to pay the Purchase Price pursuant to Section 3. Subscriber is an entity that will have total
liquid assets and net assets in excess of the Purchase Price as of each date the Purchase Price would be required to be funded to the
Issuer pursuant to Section 3.


 


2.1.20            Subscriber
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 the Company, any of its affiliates or any of its or their respective control persons, officers, directors or
employees), other than the representations and warranties of the Issuer expressly set forth in this Subscription Agreement, in making
its investment or decision to invest in the Issuer. Subscriber agrees that no other subscriber pursuant to this Subscription Agreement
or any other agreement related to the private placement of shares of the Issuer’s share capital (including the controlling persons,
officers, directors, partners, agents or employees of any such subscriber) shall be liable to Subscriber pursuant to this Subscription
Agreement or any other agreement related to the private placement of shares of the Issuer’s share capital for any action heretofore
or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares hereunder.


 






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2.1.21            The
Subscriber hereby acknowledges and agrees that (a) each of the Placement Agents is each acting solely as Placement Agent in connection
with the Transactions and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary
for the undersigned, the Company or any other person or entity in connection with the Transactions, (b) 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, (c) the Placement Agents will have no responsibility with respect
to (i) any representations, warranties or agreements made by any person or entity under or in connection with the Transactions 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 (ii) the business, affairs, financial condition, operations, properties or prospects of,
or any other matter concerning the Company or the Transactions, (d) the Placement Agents shall have no 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 the Subscriber, the Company or any other person or entity), whether in contract, tort or otherwise,
to the Subscriber, or to any person claiming through the Subscriber, in respect of the Transactions, (e) Barclays Capital Inc. and
or its affiliate is acting as capital markets advisor and financial advisor to the Company, and (f) Citigroup Global Markets Inc.
or its affiliate is acting as financial advisor to Broadstone.


 


2.1.22            None
of the Placement Agents nor any of their respective affiliates nor any control persons, officers, directors, employees, partners, agents
or representatives of any of the foregoing have made any independent investigation with respect to the Issuer, Broadstone or any of their
respective subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy of any information
supplied to the Subscriber by the Issuer or Broadstone.


 


2.1.23            The
Subscriber agrees not to commence any litigation or bring any claim against any of the Placement Agents in any court or any other forum
which relates to, may arise out of, or is in connection with, this Subscription Agreement. This undertaking is given freely and after
obtaining independent legal advice.


 


2.1.24            The
Subscriber acknowledges that certain information provided to it was based on projections, and such projections were prepared based on
assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive
risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The Subscriber
acknowledges that such information and projections were prepared without the participation of the Placement Agents and that the Placement
Agents do not assume responsibility for independent verification of, or the accuracy or completeness of, such information or projections.


 






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2.1.25            No
broker, finder, or other financial consultant has acted on behalf of or at the direction of Subscriber in connection with this Subscription
Agreement or the transactions contemplated hereby in such a way as to create any liability on the Issuer, Broadstone, the Company, the
Placement Agents or any of their respective subsidiaries.


 


2.1.26            Subscriber
understands and agrees that, prior to the Closing the Issuer may, at its sole discretion, issue additional redeemable warrants of the
Issuer in an amount not to exceed 5.0% of the total enterprise value of the Issuer calculated as of immediately following the Transactions.
Additionally, the Subscriber understands and agrees that the Issuer may, at its sole discretion, issue an additional $50.0 million of
Issuer Shares to additional subscribers prior to the Closing and pursuant to a subscription agreement on the same form as this Subscription
Agreement and at the same Per Share Purchase Price.


 


2.2            Issuer’s
Representations, Warranties and Agreements. To induce Subscriber to purchase the Shares, the Issuer hereby represents and warrants
to Subscriber and agrees with Subscriber as follows:


 


2.2.1            The
Issuer is a company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, with corporate power
and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and
perform its obligations under this Subscription Agreement.


 


2.2.2            The
issue of the Shares has been duly authorized and, when issued and to Subscriber against full payment for the Shares in accordance with
the terms of this Subscription Agreement and the memorandum and articles of association of the Issuer (as amended from time to time)
and following the updates to the register of members of the Company in respect of such Shares in accordance with the Companies Act (As
Revised) of the Cayman Islands, the Shares will be validly issued, fully paid and non-assessable, free and clear of all liens or other
restrictions (other than those arising under this Agreement, the Business Combination Agreement or any applicable laws) and will not
have been issued in violation of, or subject to any preemptive or similar rights created under, the Issuer’s memorandum and articles
of association (as amended from time to time) or under the Companies Act (As Revised) of the Cayman Islands.


 


2.2.3            This
Subscription Agreement has been duly authorized and validly executed and delivered by the Issuer and, assuming that this Subscription
Agreement has been duly authorized, executed and delivered by Subscriber and Broadstone, shall constitute the valid and binding obligation
of the Issuer and is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally,
and (ii) principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness, good faith
and fair dealing with respect to those jurisdictions that recognize such concepts).


 






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2.2.4            The
execution, delivery and performance of this Subscription Agreement by the Issuer (including compliance by the Issuer with all of the
provisions hereof) and the issuance and sale of the Shares and the consummation of certain other transactions contemplated herein, do
not and will not (i) conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any lien, charge or encumbrance upon, any of the property or assets of the Issuer or
any of its subsidiaries, as applicable, pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease,
license or other agreement or instrument to which the Issuer or any of its subsidiaries, as applicable, is a party or by which the Issuer
or any of its subsidiaries, as applicable, is bound or to which any of the property or assets of the Issuer or any of its subsidiaries,
as applicable, is subject, (ii) result in any violation of the provisions of the organizational documents of the Issuer or any of
its subsidiaries, as applicable, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or
other legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over the
Issuer, the Company or any of their respective subsidiaries, as applicable, or any of their respective properties that, in the case of
clauses (i) and (iii), would reasonably be expected, individually or in the aggregate, to have an Issuer Material Adverse Effect.
For purposes of this Subscription Agreement, an “Issuer Material Adverse Effect” means an event, change, development,
occurrence, condition or effect with respect to the Issuer that has a material adverse effect on (x) the assets, business, stockholders’
or shareholders’ equity, results of operation or financial operations of the Issuer and its subsidiaries, taken as a whole (including
the combined company after giving effect to the Transactions), (y) the validity of the Shares, or (z) the legal authority of
the Issuer to enter into and timely perform its obligations under this Subscription Agreement.


 


2.2.5            Except
as set forth in the Business Combination Agreement and the other agreements and arrangements referred to therein, as of the date hereof
there are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that
will be triggered by the issuance of (i) the Shares, or (ii) any shares of the Issuer to be issued pursuant to the other Transactions,
in each case, that have not been or will not be validly waived or terminated prior to the Closing Date.


 


2.2.6            As
of the date of this Subscription Agreement and immediately prior to the Closing (prior to giving effect to the consummation of the Transactions
and the transactions contemplated by this Subscription Agreement), the authorized share capital of the Issuer consist of 50,000 ordinary
shares, $0.0001 par value per share and one (1) ordinary share is issued and outstanding.


 






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2.2.7            Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 2.1 of this Subscription Agreement,
no registration under the Securities Act is required for the offer and sale of the Shares by the Issuer to Subscriber.


 


2.2.8            Neither
the Issuer nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any securities of Issuer or solicited
any offers to buy any securities of Issuer under circumstances that would adversely affect reliance by the Issuer on Section 4(a)(2) of
the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the
issuance of the Shares under the Securities Act.


 


2.2.9            Neither
the Issuer, nor any person acting on its behalf has conducted any general solicitation or general advertising, including methods described
in section 502(c) of Regulation D under the Securities Act, in connection with the offer or sale of any of the Shares and neither
the Issuer, nor any person acting on its behalf has offered any of the Shares in a manner involving a public offering under, or in a
distribution in violation of, the Securities Act or any state securities laws.


 


2.2.10            The
Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection
with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance
of the Shares), other than filings (i) with the Commission of the Registration Statement (as defined below), (ii) required
by applicable state or federal securities laws, (iii) required in accordance with the Business Combination Agreement, (iv) required
by the New York Stock Exchange (the “NYSE”) and (v) the failure of which to obtain would not be reasonably expected
to have, individually or in the aggregate, an Issuer Material Adverse Effect.


 


2.2.11            As
of the Closing, the Issuer’s ordinary shares will be registered pursuant to Section 12(b) of the Exchange Act and are
listed for trading on the NYSE under the symbol “EVTL”. There is no suit, action, proceeding or investigation pending or
to the knowledge of the Issuer, threatened against the Issuer by the NYSE or the Commission with respect to any intention by such entity
to deregister the ordinary shares or prohibit or terminate the listing of ordinary shares on the NYSE. The Issuer has taken no action
that is designed to intentionally terminate the registration of the Issuer’s ordinary shares under the Exchange Act.


 


2.2.12            Other
than the Placement Agents, no broker, finder or other financial consultant has acted on the Issuer’s behalf in connection with
this Subscription Agreement or the transactions contemplated hereby.


 


2.2.13            The
Issuer is in compliance with all applicable laws, except where such non-compliance would not have an Issuer Material Adverse Effect.
The Issuer has not received any written, or to its knowledge, other communication from a governmental entity that alleges that the Issuer
is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation
would not, individually or in the aggregate, have an Issuer Material Adverse Effect.


 






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2.2.14            Except
for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, an Issuer Material Adverse
Effect, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending against
the Issuer, or, to the knowledge of the Issuer, threatened against the Issuer or pending or threatened against the Company, or (ii) judgment,
decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer or, to the knowledge of the
Issuer, the Company.


 


2.2.15            The
Issuer is not, and immediately after receipt of payment for the Shares and consummation of the Other Transactions will not be, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


 


2.2.16            No
Other Subscription Agreement includes terms and conditions that are more favorable to any such Other Investor than Subscriber hereunder,
and such Other Subscription Agreements reflect the same Per Share Purchase Price. The Other Subscription Agreements have not been amended,
waived or modified in any manner to benefit the Other Subscribers thereunder (unless the Subscriber was offered substantially the same
benefit) following the date of this Subscription Agreement.


 


2.2.17            Since
its formation, neither the Issuer or, to the Issuer’s knowledge, the Company nor any of their respective representatives, has (i) used
any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made
or offered to make any unlawful payment or provided or offered to provide anything of value to foreign or domestic government officials
or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act
of 1977 or any other local or foreign anti-corruption or bribery Law, or (iii) made any other unlawful payment. Since its formation,
neither the Issuer nor, to the Issuer’s knowledge, the Company nor any of their respective representatives has directly or knowingly
indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental
employee or other person who is or may be in a position to help or hinder any of the Issuer or the Company or assist any of the Issuer
or the Company in connection with any actual or proposed transaction. Since its formation, the operations of each of the Issuer and,
to the Issuer’s knowledge, the Company are and have been conducted at all times in compliance with money laundering statutes in
all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any Governmental Authority (as defined in the Business Combination Agreement) that have jurisdiction
over the Issuer or the Company. Neither the Issuer nor, to the Issuer’s knowledge, the Company nor any of their respective directors
or officers, or any other representative acting on behalf of each of them, is currently (i) identified on the specially designated
nationals or other blocked person list or otherwise currently the subject or target of any sanctions administered by OFAC (as defined
in the Business Combination Agreement), the U.S. Department of State, or other applicable Governmental Authority, (ii) organized,
resident, or located in, or a national of a comprehensively sanctioned country (currently, Cuba, Iran, North Korea, Syria and the
Crimea region of Ukraine), or (iii) in the aggregate, fifty (50) percent or greater owned, directly or indirectly, or otherwise
controlled, by one or more persons identified in (i) or (ii); and neither the Issuer or its officers or directors nor, to the Issuer’s
knowledge, the Company, has directly or, knowingly, indirectly, used any funds, or loaned, contributed or otherwise made available such
funds to any subsidiary, joint venture partner or other person, in connection with any sales or operations in any country comprehensively
sanctioned by OFAC or other applicable Governmental Authority (currently, Cuba, Iran, North Korea, Syria, and the Crimea region
of Ukraine) or for the purpose of financing the activities of any person currently subject to, or otherwise in violation of, any sanctions
administered by OFAC or the U.S. Department of State or other applicable Governmental Authority in the last five (5) fiscal years.
Neither the Issuer nor, to the Issuer’s knowledge, the Company, nor any of their respective directors or officers, or any other
representative acting on behalf of the Issuer or the Company has engaged in any conduct, activity, or practice that would constitute
a violation or apparent violation of any applicable sanctions laws administered by OFAC, the U.S. Department of State, or other applicable
Governmental Authority. No Action (as defined in the Business Combination Agreement) involving the Issuer or the Company with respect
to the any of the foregoing is pending or, to the Issuer’s knowledge, threatened.


 






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2.3            Broadstone’s
Representations, Warranties, and Agreements. To induce Subscriber to purchase the Shares, Broadstone hereby represents and warrants
to Subscriber and agrees with Subscriber as follows:


 


2.3.1            Broadstone
is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. Broadstone has
all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted
and to enter into, deliver and perform its obligations under this Subscription Agreement.


 


2.3.2            This
Subscription Agreement has been duly authorized, executed and delivered by Broadstone and, assuming that this Subscription Agreement
has been duly authorized, executed and delivered by Subscriber and the Issuer, shall constitute the valid and binding obligation of Broadstone
and is enforceable against it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) principles
of equity, whether considered at law or equity (including concepts of materiality, reasonableness, good faith, and fair dealing with
respect to those jurisdictions that recognize such concepts).


 


2.3.3            The
execution, delivery, and performance of this Subscription Agreement by Broadstone (including compliance by Broadstone with all of the
provisions hereof) and the issuance and sale of the Shares, and the consummation of certain other transactions contemplated herein, will
not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or
result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of Broadstone pursuant to
the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license, or other agreement or instrument to which Broadstone
is a party or by which Broadstone is bound or to which any of the property or assets of Broadstone is subject, (ii) result in any
violation of the provisions of the organizational documents of Broadstone, or (iii) result in any violation of any law, statute
or any judgment, order, rule, regulation or other legally enforceable requirement of any court or governmental agency or body, domestic
or foreign, having jurisdiction over Broadstone or any of its properties that, in the case of clauses (i) and (iii), would reasonably
be expected to have a Broadstone Material Adverse Effect. For purposes of this Subscription Agreement, a “Broadstone Material
Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Broadstone that has a
material adverse effect on (x) the assets, business, stockholders’ or shareholders’ equity, results of operation or
financial operations of Broadstone and its subsidiaries, taken as a whole (including the combined company after giving effect to the
Transactions) or (y) the legal authority of Broadstone to enter into and timely perform its obligations under this Subscription
Agreement.


 






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2.3.4            As
of the date of this Subscription Agreement and as of immediately prior to the Closing, the authorized share capital of Broadstone consists
of (i) 200,000,000 shares of Class A ordinary shares, par value $0.0001 per share (“Class A Shares”);
(ii) 20,000,000 shares of Class B ordinary shares, par value of $0.0001 per share (“Class B Shares”) and (iii) 1,000,000
shares of preference shares, par value $0.0001 per share (“Preference Shares”). As of the date hereof: (i) 30,530,301
Class A Shares are issued and outstanding; (ii) 7,632,575 Class B Shares are issued and outstanding; (iii) no Preference
Shares are issued and outstanding; and (iv) 23,371,210 warrants, each exercisable to purchase one Class A Share at $11.50 per
share, are outstanding. As of the date of this Subscription Agreement, and immediately prior to Closing, there are no outstanding (1) shares,
equity interests or voting securities of Broadstone, (2) securities of Broadstone convertible into or exchangeable for shares or
other equity interests or voting securities of Broadstone, or (3) options, warrants or other rights (including preemptive rights)
or agreements, arrangements or commitments of any character, whether or not contingent, of Broadstone to acquire from any individual,
entity or other person, and no obligation of Broadstone to issue, any shares or other equity interests or voting securities of Broadstone
(collectively, the “Broadstone Equity Interests”) or securities convertible into or exchangeable or exercisable for
Broadstone Equity Interests. As of the date of this Subscription Agreement, Broadstone has no subsidiaries and does not own, directly
or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no
stockholder or shareholder agreements, voting trusts or other agreements or understandings to which Broadstone is a party or by which
it is bound relating to the voting of any securities of Broadstone, other than (A) as set forth in the SEC Documents (as defined
below) and (B) as contemplated by the Business Combination Agreement.


 


2.3.5            Broadstone
has made available to Subscriber (including via the Commission’s EDGAR system) a true, correct, and complete copy of each form,
report, statement, schedule, prospectus, proxy, registration statement, and other documents filed by Broadstone with the Commission prior
to the date of this Subscription Agreement (the “SEC Documents”) which SEC Documents, as of their respective filing
dates, complied in all material respects with the requirements of the Exchange Act applicable to the SEC Documents and the rules and
regulations of the Commission promulgated thereunder applicable to the SEC Documents. None of the SEC Documents filed under the Exchange
Act, contained, when filed or, if amended prior to the date of this Subscription Agreement, as of the date of such amendment with respect
to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Broadstone
has timely filed each SEC Document that Broadstone was required to file with the Commission since its inception and through the date
hereof. As of the date hereof, there are, and upon Closing there shall be, no material outstanding or unresolved comments in comment
letters from the Commission staff with respect to any of the SEC Documents.


 






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2.3.6            Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 2.1 of this Subscription Agreement,
no registration under the Securities Act is required for the offer and sale of the Shares by the Issuer to Subscriber. Neither Broadstone
nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the
meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Shares.


 


2.3.7            Except
for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Broadstone Material
Adverse Effect, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending
against Broadstone, or, to the knowledge of Broadstone, threatened against Broadstone or pending or threatened against the Company, or
(ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against Broadstone or, to
the knowledge of Broadstone, the Company.


 


2.3.8            Broadstone
is in compliance with all applicable laws, except where such non-compliance would not have a Broadstone Material Adverse Effect. Neither
Broadstone, nor to its knowledge, the Company, has received any written communication from a governmental authority that alleges that
Broadstone or the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance,
default or violation would not be reasonably expected to have, individually or in the aggregate, a Broadstone Material Adverse Effect.


 


2.3.9            Broadstone
is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with,
any court or other federal, state, local or other governmental authority or self-regulatory organization in connection with the execution,
delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares), other than (i) filings
with the Commission, (ii) filings required by applicable state securities laws, (iii) any filings required under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 or similar antitrust laws, (iv) filings required by NYSE, (v) those required to consummate
the Transactions as provided under the Business Combination Agreement.


 


2.3.10            The
description of the business and financial information of the Company to be included in the proxy statement/prospectus to be provided
to the shareholders of Broadstone in connection with the Transactions shall not be materially inconsistent with the information included
in the Disclosure Package.


 






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2.3.11            No
Other Subscription Agreement includes terms and conditions that are more favorable to any such Other Investor than Subscriber hereunder,
and such Other Subscription Agreements reflect the same Per Share Purchase Price. The Oher Subscription Agreements have not been amended,
waived or modified in any manner to benefit the Other Subscribers thereunder (unless the Subscriber was offered substantially the same
benefit) following the date of this Subscription Agreement.


 


2.3.12            Other
than to the Placement Agents, no broker, finder, or other financial consultant has acted on behalf of or at the direction of Broadstone
in connection with this Subscription Agreement or the transactions contemplated hereby.


 


3.            Settlement
Date, Delivery and Closing.


 


3.1            Subject
to the satisfaction or waiver of the conditions set in Section 3.2 and Section 3.3, the closing of the
Subscription contemplated hereby (the “Closing”) shall occur substantially concurrently with the consummation of
the Transactions (the “Closing Date”). Upon written notice from (or on behalf of) the Issuer to Subscriber (the
 “Closing Notice”) at least five (5) Business Days prior to the date that the Issuer reasonably expects all
conditions to the closing of the Transactions (including the conditions set forth in Section 3.2 hereof) to be satisfied
or waived (the “Expected Closing Date”), Subscriber shall deliver to the Issuer at least two (2) Business
Days prior to the Expected Closing Date, (x) the Purchase Price for the Shares, by wire transfer of United States dollars in
immediately available funds to the account specified by the Issuer in the Closing Notice, such funds to be held by the Issuer or its
designees in escrow until the Closing and (y) such information as is reasonably requested in the Closing Notice in order for
the Issuer to issue the Shares to Subscriber, including the legal name of the person in whose name the Shares are to be issued. On
or prior to the Closing Date, the Issuer shall issue the Shares to Subscriber and subsequently cause the Shares to be registered in
book entry form by updating the register of members of the Issuer, free and clear of any liens or other restrictions whatsoever
(other than those arising under state or federal securities laws or as set forth herein or in any other agreement between the Issuer
and the Subscriber), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian
designated by Subscriber, as applicable, on Issuer’s register of members (which book entry records shall contain an
appropriate notation concerning transfer restrictions of the Shares, in accordance with applicable securities laws of the states of
the United States and other applicable jurisdictions), and will provide to Subscriber evidence of such issuance from the
Issuer’s transfer agent. In the event that the consummation of the Transactions does not occur within five (5) Business
Days after the Expected Closing Date, unless otherwise agreed to in writing by the Issuer and the Subscriber, the Issuer shall
promptly (but in no event later than four (4) Business Days after the Expected Closing Date) return the Purchase Price so
delivered by Subscriber (which shall not include, for the avoidance of doubt, the accrual of any interest) to the Issuer by wire
transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed repurchased and
cancelled. Notwithstanding such return, repurchase or cancellation, (i) Subscriber acknowledges and agrees that a failure to
close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in
this Section 3 to be satisfied or waived on or prior to the Closing Date and (ii) unless and until this
Subscription Agreement is terminated in accordance with Section 5 herein, Subscriber shall remain obligated (A) to
redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to
consummate the Closing on the Closing Date (as set forth in such new Closing Notice). For the purposes of this Subscription
Agreement, “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are
required or authorized to close in the State of New York.


 






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3.2            Conditions
to Closing of the Issuer. The Issuer’s obligations to sell and issue the Shares at the Closing are subject to the fulfillment
or (to the extent permitted by applicable law) written waiver by the Issuer, on or prior to the Closing Date, of each of the following
conditions:


 


3.2.1            The
representations and warranties made by the Subscriber in Section 2.1 hereof shall be true and correct in all material respects
as of the Closing (or, if such representation and warranties speak as of another date, as of such date) (other than representations and
warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be so
true and correct in all respects as of the Closing (or, if such representation and warranties speak as of another date, as of such date)),
but, in each case without giving effect to consummation of the Transactions, and consummation of the Closing shall constitute a reaffirmation
by Subscriber of each of the representations and warranties of Subscriber in this Subscription Agreement as of the Closing.


 


3.2.2            Subscriber
shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by this Subscription
Agreement to be performed, satisfied or complied with by Subscriber at or prior to the Closing, except where the failure of such performance
or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Subscriber
to consummate the Closing.


 


3.2.3            There
shall not be in force any order, law, rule, regulation, judgment, injunction, decree, writ, stipulation, determination or award, in each
case, entered by or with any governmental authority enjoining or prohibiting the consummation of the Subscription.


 


3.2.4            All
conditions precedent to each of the Issuer’s, the Company’s and Broadstone’s obligations to consummate, or cause to
be consummated, the Transactions set forth in the Business Combination Agreement shall have been satisfied or waived by the party entitled
to the benefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied at the consummation
of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation of the Transactions),
and the Transactions set forth in the Business Combination Agreement shall have been or will be consummated substantially concurrently
with the Closing.


 






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3.3            Conditions
to Closing of Subscriber. Subscriber’s obligation to purchase the Shares at the Closing is subject to the fulfillment or (to
the extent permitted by applicable law) written waiver by Subscriber, on or prior to the Closing, of each of the following conditions:


 


3.3.1            The
representations and warranties made by the Issuer in Section 2.2 hereof and the representations and warranties made by Broadstone
in Section 2.3 hereof shall be true and correct in all material respects as of the Closing (or, if such representation and
warranties speak as of another date, as of such date) (other than representations and warranties that are qualified as to materiality, Issuer
Material Adverse Effect or Broadstone Material Adverse Effect, which representations and warranties shall be so true and correct in all
respects as of the Closing (or, if such representation and warranties speak as of another date, as of such date)), but, in each case without
giving effect to consummation of the Transactions, and consummation of the Closing shall constitute a reaffirmation by the Issuer of each
of the representations and warranties of the Issuer in this Subscription Agreement as of the Closing.


 


3.3.2            Each
of the Issuer and Broadstone shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions
required by this Subscription Agreement to be performed, satisfied or complied with by the Issuer and Broadstone at or prior to the Closing,
except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay,
or materially impair the ability of the Issuer to consummate the Closing.


 


3.3.3            There
shall not be in force any order, judgment or injunction by or with any governmental authority in the United States enjoining or prohibiting
the consummation of the Subscription or the Transactions set forth in the Business Combination Agreement.


 


3.3.4            The
Shares shall have been approved for listing on the NYSE and there shall not have occurred any suspension of the Shares for sale or trading
on the NYSE and, to knowledge of Issuer and Broadstone, no proceedings for any such purpose shall have been initiated or threatened.


 


3.3.5            The
Transactions set forth in the Business Combination Agreement shall have been or will be consummated concurrently with the Closing, provided
that, in the event such Transactions have not been or would not reasonably be expected to be consummated due to (i) the assertion
by the Company that any of the conditions set forth in Sections 10.1 or 10.2 of the Business Combination Agreement has not been or would
not be satisfied or (ii) the assertion by Broadstone or the Issuer that the condition set forth in Section 10.3(a)(iii) of
the Business Combination Agreement has not been or would not be satisfied, each of the Issuer and Broadstone acknowledges and agrees that
the Subscriber shall not have any obligation to consummate the Closing or any liability with respect thereto; and provided further that,
subject to Section 5 hereof, if the Issuer, Broadstone and the Company subsequently consummate the Transactions despite the
assertion set forth in clause (i), the foregoing shall no longer apply; and the terms of the Business Combination Agreement (including
the conditions thereto) shall not have been amended, and the Company shall not have waived any such term, in a manner that is materially
adverse to the Subscriber (in its capacity as such).


 






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3.3.6            There
shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially benefits the Other Subscribers
thereunder unless Subscriber has been offered substantially the same benefits.


 


		4.	Registration Statement.



 


For purposes of this Section 4,
the Shares included in the Registration Statement shall include, as of any date of determination, the Shares and any other equity security
of the Issuer issued or issuable with respect to the Shares by way of share division, stock split, dividend, distribution, recapitalization,
merger, exchange, replacement or similar event or otherwise.


 


4.1            The
Issuer agrees that, within thirty (30) calendar days after the consummation of the Transactions (the “Filing Date”),
the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement (the “Registration
Statement”) registering the resale of the Shares (the “Registrable Securities”), and the Issuer shall use
its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof,
but not later than the earlier of (i) sixty (60) calendar days following the consummation of the Transactions, (ii) ninety (90)
calendar days following the consummation of the Transactions if the Commission notifies the Issuer that it will “review” the
Registration Statement or (iii) ten (10) Business Days after the date the Issuer is notified (orally or in writing, whichever
is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review
(such date, the “Effectiveness Date”); provided, however, that the Issuer’s obligations to include
the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing a completed and executed selling shareholder’s
questionnaire in customary form to the Issuer that contains the information required by the Commission rules for a Registration Statement
regarding Subscriber, the securities of the Issuer held by Subscriber and the intended method of disposition of the Registrable Securities
to effect the registration of the Registrable Securities, and Subscriber shall execute such documents in connection with such registration
as the Issuer may reasonably request that are customary of a selling shareholder in similar situations, including providing that the Issuer
shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement as permitted hereunder; provided
that Subscriber shall not 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. Any failure by the Issuer to file the Registration
Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer
of its obligations to file or effect the Registration Statement as set forth above in this Section 4. Unless required under
applicable laws and Commission rules, in no event shall Subscriber be identified as a statutory underwriter in the Registration Statement;
provided, that if Subscriber is required to be so identified as a statutory underwriter in the Registration Statement, Subscriber will
have an opportunity to withdraw its Shares from the Registration Statement.


 






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4.2            In
the case of registration effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable request, inform
Subscriber as to the status of such registration. At its expense the Issuer shall:


 


4.2.1            except
for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use
its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws
which the Issuer determines to obtain, continuously effective with respect to Subscriber, 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: (i) Subscriber
ceases to hold any Registrable Securities, (ii) the date all Registrable Securities held by Subscriber 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 the Issuer to be in compliance with the current public information required under Rule 144(c)(1) (or
Rule 144(i)(2), if applicable), and (iii) two (2) years from the Effectiveness Date;


 


4.2.2            advise
Subscriber as promptly as practicable, but in any event within five (5) Business Days:


 


(a)           when
the Registration Statement or any post-effective amendment thereto has become effective;


 


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


 


(c)           of
the receipt by the Issuer 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


 


(d)           subject
to the provisions in this Subscription 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, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, nonpublic information
regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of the events listed in (a) through
(d) of this Section 4.2.2 constitutes material, nonpublic information regarding the Issuer;


 






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4.2.3            use
its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as
soon as reasonably practicable;


 


4.2.4            upon
the occurrence of any event contemplated in Section 4.2.2, except for such times as the Issuer is permitted hereunder to suspend,
and has suspended, the use of a prospectus forming part of the Registration Statement, the Issuer 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 purchasers 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;


 


4.2.5            use
its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which the Issuer’s
Shares are then listed;


 


4.2.6            use
its commercially reasonable efforts to allow the Subscriber to review disclosure regarding the Subscriber in the Registration Statement
and consider in good faith proposed revisions from the Subscriber; and


 


4.2.7            use
its commercially reasonable efforts to (x) take all other steps reasonably necessary to effect the registration of the Shares contemplated
herein and (y) take such further action as Subscriber may reasonably request, all to the extent required from time to time to enable
Subscriber to sell Shares held by such Subscriber without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to
the extent that such rule or such successor rule is available to the Issuer).


 


4.3            Notwithstanding
anything to the contrary in this Subscription Agreement, if the Commission prevents the Issuer from including in the Registration Statement
any or all of the Issuer Shares due to limitations on the use of Rule 415 of the Securities Act for the resale of the Issuer Shares
by Subscriber, the Registration Statement shall register for resale such number of Issuer Shares which is equal to the maximum number
of Issuer Shares as is permitted by the Commission. In such event, the number of Issuer Shares to be registered for each selling shareholder
named in the Registration Statement shall be reduced pro rata among all such selling shareholder and as promptly as practicable after
being permitted to register additional Issuer Shares under Rule 415 under the Securities Act, the Issuer shall use commercially reasonable
efforts to amend the Registration Statement or file a new Registration Statement to register such Issuer Shares not included in the initial
Registration Statement.


 






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4.4            Notwithstanding
anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of the Registration
Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof,
if it determines that in order for the Registration Statement not to contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements contained therein not misleading, (i) an amendment thereto would be needed to include
information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act and is
materially prejudicial or onerous for the Issuer to include or (ii) the negotiation or consummation of a transaction by the Issuer
or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Issuer’s board of directors
reasonably believes, upon the advice of legal counsel (which may be in-house counsel), would require additional disclosure by the Issuer
in the Registration Statement of material information that the Issuer has a bona fide business purpose for keeping confidential and the
non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Issuer’s board of
directors, upon the advice of legal counsel (which may be in-house counsel), to cause the Registration Statement to fail to comply with
applicable disclosure requirements or (iii) in the good faith judgment of the majority of the Issuer’s board of directors,
such filing or effectiveness or use of such Registration Statement, would be seriously detrimental to the Issuer and the majority of the
board of directors of the Issuer concludes as a result that it is essential to defer such filing because it would (x) materially
interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require
premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (z) render
the Company unable to comply with requirements under the Securities Act or Exchange Act (each such circumstance in subclauses (i) –
(iii), a “Suspension Event”); provided, however, that the Issuer may not delay or suspend the Registration
Statement on more than three (3) occasions or for more than ninety (90) consecutive calendar days, or more than one hundred and twenty
(120) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Issuer of the
happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event
the 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, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Shares
under the Registration Statement until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees to
promptly prepare) 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 the Issuer that it may resume such offers and sales, and (ii) it will
maintain the confidentiality of any information included in such written notice delivered by the Issuer except for disclosure to Subscriber’s
employees, agents and professional advisors who need to know such information and are obligated to keep it confidential, unless otherwise
required by law or subpoena. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion
destroy, all copies of the prospectus covering the Shares in Subscriber’s possession; provided, however, that this obligation to
deliver or destroy all copies of the prospectus covering the Shares shall not apply (i) to the extent Subscriber is required to retain
a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements
or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival
servers as a result of automatic data back-up.


 






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4.5            Indemnification.


 


4.5.1            The
Issuer agrees to indemnify and hold harmless, to the extent permitted by law, the Subscriber, its directors, officers, employees, advisers
and agents, and each person who controls the Subscriber (within the meaning of the Securities Act or the Exchange Act) and each affiliate
of the Subscriber (within the meaning of Rule 405 under the Securities Act) from and against any and all losses, claims, damages,
liabilities and expenses (including, without limitation, any reasonable attorneys’ fees and expenses incurred in connection with
defending or investigating any such action or claim) caused by any untrue or alleged untrue statement of material fact contained in any
Registration Statement, prospectus included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Issuer by or on behalf
of the Subscriber expressly for use therein.


 


4.5.2            The
Subscriber agrees, severally and not jointly with any person that is a party to the Other Subscription Agreements or any other selling
shareholder under the Registration Statement, to indemnify and hold harmless the Issuer, its directors and officers and agents and each
person who controls the Issuer (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including, without limitation, reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the
Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by the Subscriber expressly for use therein.
In no event shall the liability of the Subscriber be greater in amount than the dollar amount of the net proceeds received by the Subscriber
upon the sale of the Shares giving rise to such indemnification obligation.


 


4.5.3            Any
person 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 right to indemnification
hereunder to the extent such failure has not prejudiced the indemnifying party) and (b) 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. An indemnifying party
who 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 legal counsel to any indemnified
party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or litigation.


 






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4.5.4            The
indemnification provided for under this Subscription 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, employee, agent, affiliate or controlling person of such indemnified
party and shall survive the transfer of the Shares purchased pursuant to this Subscription Agreement.


 


4.5.5            If
the indemnification provided under this Section 4.5 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,
knowledge, access to information and opportunity to correct or prevent such action. 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 this Section 4.5,
any 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 4.5.5 from any person who was not guilty of such fraudulent misrepresentation. In
no event shall the liability of the Subscriber (together with any indemnification obligation under this Section 4.5) be greater
in amount than the dollar amount of the net proceeds received by the Subscriber upon the sale of the Shares giving rise to such contribution
obligation.


 


5.             Termination.
Except for the provisions of this Section 5 and Section 6, which shall survive any termination hereunder, this
Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder
shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (i) such
date and time as the Business Combination Agreement is validly terminated in accordance with its terms, (ii) upon the mutual written
agreement of each of the parties hereto to terminate this Subscription Agreement, (iii) if the conditions to Closing set forth in
Section 3 of this Subscription Agreement are not satisfied at, or are not capable of being satisfied on or prior to, the Closing
and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be or are not consummated at the Closing
and (iv) December 1, 2021 if the closing of the Transaction has not occurred on or before such date; 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 such breach. The Issuer shall promptly notify
Subscriber of the termination of the Business Combination Agreement promptly (and, in any event, within three (3) Business Days)
after the termination of such agreement (if applicable) and any monies paid by the Subscriber to the Issuer pursuant to this Subscription
Agreement shall promptly be returned to Subscriber.


 






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		6.	Miscellaneous.



 


6.1            Further
Assurances.


 


6.1.1            Subscriber
acknowledges that the Issuer, the Company, Broadstone and the Placement Agents will rely on the acknowledgments, understandings, agreements,
representations and warranties made by Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to
promptly notify the Issuer, the Company, the Placement Agents and Broadstone if any of the acknowledgments, understandings, agreements,
representations and warranties made by Subscriber set forth herein are no longer accurate in all material respects. Subscriber further
acknowledges and agrees that each Placement Agent is a third-party beneficiary of the representations and warranties of the Subscriber
contained in this Subscription Agreement.


 


6.1.2            The
Issuer and Broadstone acknowledge and agree that the Subscriber and each of the Placement Agents will rely on the acknowledgments, understandings,
agreements, representations and warranties contained in this Subscription Agreement. Prior to the Closing, the Issuer and Broadstone agree
to promptly notify Subscriber and the Placement Agents if any of the agreements, representations and warranties of the Issuer or Broadstone
set forth herein are no longer accurate in all material respects.


 


6.1.3            Each
of the Issuer, Subscriber, the Company, the Placement Agents and Broadstone is irrevocably authorized to produce this Subscription Agreement
or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered
hereby.


 


6.1.4            The
Issuer and Broadstone may request from Subscriber such additional information as the Issuer and Broadstone may deem necessary to evaluate
the eligibility of Subscriber to acquire the Shares, and Subscriber shall promptly provide such information as may be reasonably requested,
to the extent available and to the extent consistent with its internal policies and procedures, and provided that Issuer and Broadstone
agree to keep any such information provided by Subscriber confidential, except as may be required by applicable law, rule, regulation
or in connection with any legal proceeding or regulatory request.


 


6.1.5            Each
party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


6.1.6            Each
of Subscriber, the Issuer and Broadstone shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary,
proper, practical or advisable to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions
described herein no later than immediately prior to the consummation of the Transactions.


 






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6.2            Notices.
Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight
mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and
received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by
email, or (iii) three (3) Business Days after the date of mailing to the address below or to such other address or addresses
as such person may hereafter designate by notice given hereunder:


 


6.2.1         if
to Subscriber, to such address or addresses set forth on Subscriber’s signature page hereto;


 


6.2.2         if
to the Issuer, to:


 


Vertical
Aerospace Ltd.

140-142 Kensington Church Street

London, England W8 4BN

Email: #####.#####@##################.###


 


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


 


Latham & Watkins (London) LLP


99 Bishopsgate


London, EC2M 3XF


United Kingdom


Attn: David Stewart and Robbie McLaren


Email: #.#####.#######@##.### and ######.#######@##.###


 


6.2.3         if
to the Company, to:


 


Vertical
Aerospace Group Ltd.

140-142 Kensington Church Street

London, England W8 4BN


 


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


 


Latham & Watkins (London) LLP


99 Bishopsgate


London, EC2M 3XF


United Kingdom


Attn: David Stewart and Robbie McLaren


Email: #.#####.#######@##.### and ######.#######@##.###


 






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6.2.4         if
to Broadstone, to:


 


Broadstone Acquisition Corp.


7 Portman Mews South


Marylebone, London W1H 6AY


United Kingdom


	 	Attention:	Chief Executive Officer
	 	Email:	####@######.##.##


 


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


 


Winston & Strawn London LLP / Winston &
Strawn LLP

CityPoint, One Ropemaker Street


London, EC2Y 9AW United Kingdom


	 	Attention:	Paul Amiss
	 	 	Nicholas Usher
	 	 	Michael Blankenship
	 	Email:	######@#######.###
	 	 	######@#######.###
	 	 	############@#######.###



 


6.3            Entire
Agreement. This Subscription Agreement 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 hereof, including any commitment
letter entered into relating to the subject matter hereof.


 


6.4            Modifications;
Amendments; Waivers. This Subscription Agreement may not be amended, modified, supplemented or waived (i) except by an instrument
in writing, signed by each of the parties hereto and (ii) without the prior written consent of the Company, provided that in each
case Section 2, Section 6.1.1, this Section 6.4 and Section 6.6 of this Subscription Agreement
may not be modified or terminated in a manner that is material and adverse to the Placement Agents without the prior written consent of
the Placement Agents. 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 thereto or the exercise of any other right or power.


 


6.5            Assignment.
Neither this Subscription Agreement nor any rights, interests or obligations that may accrue to the parties hereunder (including Subscriber’s
rights to purchase the Shares) may be transferred or assigned without the prior written consent of each of the Company and the other parties
hereto (other than the Shares acquired hereunder, if any, and then only in accordance with this Subscription Agreement); provided that
upon prior written notice to the Issuer, the Subscriber may assign its rights and obligations under this Subscription Agreement to one
or more of its affiliates; provided further that no such assignment shall relieve the Subscriber of its obligations hereunder.


 






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6.6            Benefit.


 


6.6.1         Except
as otherwise provided herein, this Subscription 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. This Subscription Agreement shall not confer rights or remedies upon any person
other than the parties hereto and their respective successors and assigns. The parties hereto agree that each of the Company and its subsidiaries
are express third-party beneficiaries (the “Beneficiaries”) of this Subscription Agreement. Each of the parties hereto
acknowledge and agree that (i) each of the Beneficiaries shall be entitled to seek equitable relief, without proof of actual damages,
including an injunction or injunctions or order for specific performance to prevent breaches of this Subscription Agreement and to enforce
specifically the terms and provisions of this Subscription Agreement to cause the Issuer to cause, or directly cause, Subscriber to fund
the Purchase Price and cause the Closing to occur substantially concurrently with the Transactions, and (ii) without in any way limiting
the foregoing, the Company is an express-third party beneficiary of Sections 3 (Settlement Date, Delivery and Closing),
5, (Termination), 6.1 (Further Assurances), 6.4 (Modifications and Amendments), 6.5 (Assignment),
6.11 (Remedies) and 7 (Cleansing Statement; Disclosure) and shall be entitled to seek equitable relief, without
proof of actual damages, including an injunction or injunctions or order for specific performance to prevent breaches of its rights referenced
therein. Each party hereto further agrees that each of the Beneficiaries is an express third-party beneficiary of this Section 6.6
and that none of the parties hereto or any of the Beneficiaries shall be required to obtain, furnish, or post any bond or similar instrument
in connection with or as a condition to obtaining any remedy referred to in this Section 6.6.1, and each party hereto irrevocably
waives any right it may have to require the obtaining, furnishing, or posting of any such bond of similar instrument.


 


6.6.2         Each
of the Issuer and Subscriber acknowledges and agrees that (i) this Subscription Agreement is being entered into in order to induce
each of the parties to the Business Combination Agreement to execute and deliver the Business Combination Agreement and without the representations,
warranties, covenants, and agreements of the Issuer and Subscriber hereunder, the Company would not enter into the Business Combination
Agreement, and (ii) each representation, warranty, covenant, and agreement of the Issuer and Subscriber hereunder is being made also
for the benefit of the Company and the Beneficiaries.


 


6.6.3         Each
of the Issuer and Subscriber further acknowledge and agree that the Placement Agents are third-party beneficiaries of the representations
and warranties of the Issuer and Subscriber contained in this Subscription Agreement.


 


6.7            Governing
Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription
Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Subscription Agreement, shall be governed by and construed in accordance with the Laws of the State of New York, including its
statute of limitations, without giving effect to principles or rules of conflicts of law thereof, to the extent they would require
or permit the application of laws or statute of limitations of another jurisdiction.


 






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6.8            Consent
to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably consents to the exclusive jurisdiction and venue of any state
or federal court sitting in the Borough of Manhattan in the City and State of New York (the “Chosen Courts”), in connection
with any matter based upon or arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense
in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such
legal proceeding may not be brought or is not maintainable in the Chosen Courts, (iii) such person’s property is exempt or
immune from execution, (iv) such legal proceeding is brought in an inconvenient forum or (v) the venue of such legal proceeding
is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by New York law, further
consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or
certified mail, return receipt requested, at its address specified pursuant to Section 6.2 and waives and covenants not to
assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this
Section 6.8, a party may commence any action, claim, cause of action or suit in a court other than the Chosen Courts solely
for the purpose of enforcing an order or judgment issued by the Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT
BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING
TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH
THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING
TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER
LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.


 


6.9            Severability.
If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full
force and effect.


 


6.10          No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription
Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party.
No single or partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or
discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof
or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver
of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription
Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances
or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without
such notice or demand.


 






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6.11          Remedies.


 


6.11.1       The
parties agree that irreparable damage would occur if this Subscription Agreement was not performed or the Closing is not consummated in
accordance with its specific terms or was otherwise breached and that money damages or other legal remedies may not be an adequate remedy
for any such damage. It is accordingly agreed that the parties hereto and each of the Beneficiaries shall be entitled to seek equitable
relief, including in the form of an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement
and to enforce specifically the terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction
as set forth in Section 6.8, this being in addition to any other remedy to which any party is entitled at law or in equity,
including money damages. The right to specific enforcement may include the right of the Issuer or Broadstone to cause Subscriber and the
right of Broadstone of the Subscriber to cause Issuer to cause the transactions contemplated hereby to be consummated on the terms and
subject to the conditions and limitations set forth in this Subscription Agreement (including, for the avoidance of doubt, the right to
directly enforce each of the covenants and agreements of Subscriber under this Subscription Agreement). The parties hereto further agree
(i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, (ii) not
to assert that a remedy of specific enforcement pursuant to this Section 6.11 is unenforceable, invalid, contrary to applicable
law or inequitable for any reason and (iii) to waive any defenses in any action for specific performance, including the defense that
a remedy at law would be adequate.


 


6.11.2       The
parties acknowledge and agree that this Section 6.11 is an integral part of the transactions contemplated hereby and without
that right, the parties hereto would not have entered into this Subscription Agreement.


 


6.11.3       In
any dispute arising out of or related to this Subscription Agreement, or any other agreement, document, instrument, or certificate contemplated
hereby, or any transactions contemplated hereby or thereby, the applicable adjudicating body shall award to the prevailing party, if any,
the reasonable and documented out-of-pocket costs and attorneys’ fees reasonably incurred by the prevailing party in connection
with the dispute and the enforcement of its rights under this Subscription Agreement or any other agreement, document, instrument, or
certificate contemplated hereby, and, if the adjudicating body determines a party to be the prevailing party under circumstances where
the prevailing party won on some but not all of the claims and counterclaims, the adjudicating body may award the prevailing party an
appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the adjudication
and the enforcement of its rights under this Subscription Agreement or any other agreement, document, instrument, or certificate contemplated
hereby or thereby.


 






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6.12          Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Subscription Agreement shall
survive the Closing. All of the covenants and agreements made by each party hereto in this Subscription Agreement shall survive the Closing
until the applicable statute of limitations or in accordance with their respective terms, if a shorter period. For the avoidance of doubt,
if for any reason the Closing does not occur immediately prior to the consummation of the Transactions, all representations, warranties,
covenants and agreements of the parties hereunder shall survive the consummation of the Transactions and remain in full force and effect.


 


6.13          Headings
and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for convenience of reference
only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14          Counterparts.
This Subscription Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties, it
being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission,
email or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


6.15          Construction.
The words “include,” “includes,” and “including” will be deemed to be followed
by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other
gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires.
The words “this Subscription Agreement,” “herein,” “hereof,” “hereby,”
 “hereunder,” and words of similar import refer to this Subscription Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will
have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect,
the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative
levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in
breach of the first representation, warranty, or covenant. All references in this Subscription Agreement to numbers of shares, per share
amounts and purchase prices shall be appropriately adjusted to reflect any share division, stock split, stock or share dividend, stock
combination, recapitalization or the like occurring after the date hereof.


 


6.16          Mutual
Drafting. This Subscription Agreement is the joint product of the parties hereto and each provision hereof has been subject to the
mutual consultation, negotiation and agreement of the parties and shall not be construed for or against any party hereto.


 


7.             Cleansing
Statement; Consent to Disclosure.


 


7.1            Broadstone
shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement,
issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K disclosing all material terms
of the transactions contemplated hereby, and by the Other Subscription Agreements and the Transactions. From and after the publication
of such Form 8-K, the Subscriber shall not be in possession of any material, non-public information received from the Company, Broadstone,
the Issuer or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this
Subscription Agreement and the Transactions.


 






    31 


     


    

 


7.2            Subscriber
hereby consents to the publication and disclosure in (i) any press release issued by Broadstone, the Issuer or the Company or the
Form 8-K filed by Broadstone with the Commission in connection with the execution and delivery of the Business Combination Agreement,
the proxy statement, or any other filing with the Commission pursuant to applicable securities laws, in each case as and to the extent
required by the federal securities laws or the Commission or any other securities authorities and (ii) any other documents or communications
provided by Broadstone, the Issuer or the Company to any governmental authority or to securityholders of the Issuer, in each case, as
and to the extent required by applicable law or the Commission or any other governmental authority, of Subscriber’s name and identity
and the nature of Subscriber’s commitments, arrangements and understandings under and relating to this Subscription Agreement and,
if deemed required or appropriate by Broadstone, the Issuer and/or the Company, a form (excluding details specific and personal to Subscriber)
of this Subscription Agreement; provided that, in the case of such disclosures by the Issuer, Broadstone or the Company, the Issuer, Broadstone
or the Company, as applicable, shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure,
and shall reasonably consult with Subscriber regarding such disclosure, in each case, to the extent such disclosure specifically names
Subscriber. Other than in the Registration Statement contemplated by Section 4 of this Subscription Agreement, as required by any
laws, rules or regulations (including, without limitation, securities laws, rules or regulations), at the request of the staff
of the Commission or any regulatory agency or as set forth in the immediately preceding sentence, without Subscriber’s prior written
consent (including by email), none of the Issuer, Broadstone or the Company shall, and shall cause their respective officers, directors,
affiliates, and agents (including the Placements Agents) not to, publicly disclose the name of the Subscriber or any of its affiliates
or investment advisers (i) in any press release or marketing materials or (ii) in any filing with the Commission or any regulatory
agency or trading market other than as set forth above, except to the Issuer’s securityholders, lawyers, independent accountants
and other advisors and service providers who reasonably require such information in connection with the provision of services to such
person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Subscriber
will promptly provide any information reasonably requested by Broadstone, the Issuer and/or the Company for any regulatory application
or filing made or approval sought in connection with the Transactions (including filings with the Commission).


 


8.             Trust
Account Waiver. Subscriber acknowledges that it has read the Investment Management Trust Agreement, dated as of September 10,
2020, by and between Broadstone and Continental Stock Transfer & Trust Company, a New York corporation, and understands that
Broadstone has established the trust account described therein (the “Trust Account”). Subscriber agrees that (i) it
has no right, title, interest, or claim of any kind in or to any monies held in the Trust Account, and (ii) it shall have no right
of set-off or any right, title, interest, or claim of any kind (“Claim”) to, or to any monies in, the Trust Account,
in each case in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust
Account that it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8
shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of such Subscriber’s
record or beneficial ownership of securities of Broadstone acquired by any means other than pursuant to this Subscription Agreement, including
any redemption right with respect to any such securities of Broadstone. In the event Subscriber has any Claim against Broadstone under
this Subscription Agreement, Subscriber shall pursue such Claim solely against Broadstone and its assets outside the Trust Account and
not against the property or any monies in the Trust Account. Subscriber agrees and acknowledges that such waiver is material to this Subscription
Agreement and has been specifically relied upon by Broadstone to induce Broadstone to enter into this Subscription Agreement and Subscriber
further intends and understands such waiver to be valid, binding, and enforceable under applicable law. In the event Subscriber, in connection
with this Subscription Agreement, commences any action or proceeding which seeks, in whole or in part, relief against the funds held in
the Trust Account or distributions therefrom or any of Broadstone’s shareholders, whether in the form of monetary damages or injunctive
relief, Subscriber shall be obligated to pay to Broadstone all of its legal fees and costs in connection with any such action in the event
that Broadstone prevails in such action or proceeding.


 






    32 


     


    

 



 


9.              Rule 144.


 


9.1            From
and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation
of the Commission that may allow Subscriber to sell the securities of the Issuer to the public without registration are available to
holders of the Issuer’s ordinary shares and for so long as the Subscriber holds the Shares, the Issuer shall, at its expense:


 


9.1.1             make
and keep public information available, as those terms are understood and defined in Rule 144;


 


9.1.2             use
commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Issuer
under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports
and other documents is required for the applicable provisions of Rule 144 to enable Subscriber to sell the Shares under Rule 144
for so long as the Subscriber holds any Shares; and


 


9.1.3             furnish
to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that it has
complied with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act, (ii) a copy of the most recent
annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer, and (iii) such other information
as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration.


 


9.2            In
connection with any sale or other disposition of the Shares by the Subscriber pursuant to Rule 144 and upon compliance by the Subscriber
with the requirements of this Section 9.2, if requested by the Subscriber and if in the opinion of counsel to the Issuer,
it is then permissible to do so, the Issuer shall cause the transfer agent for the Shares (the “Transfer Agent”) to
remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry
shares sold or disposed of without restrictive legends within five (5) trading days of any such request therefor from the Subscriber;
provided that the Issuer and the Transfer Agent have timely received from the Subscriber customary representations and other documentation
reasonably acceptable to the Issuer and the Transfer Agent in connection therewith. Subject to receipt from the Subscriber by the Issuer
and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Issuer and the Transfer Agent
in connection therewith, the Subscriber may request that the Issuer remove any legend from the book entry position evidencing its Shares
and the Issuer will, if reasonably required by the Transfer Agent and at Issuer’s sole expense, use its commercially reasonable
efforts cause an opinion of the Issuer’s counsel be provided, 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, following the earliest of
such time as such Shares (i) are subject to or have been or are about to be sold 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 such Shares
pursuant to the foregoing, the Issuer shall, in accordance with the provisions of this Section 9.2 and within five (5) trading
days of any request therefor from the Subscriber 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 such book entry shares. Notwithstanding the foregoing, the Issuer will
not be required to deliver any such opinion, authorization, certificate, or direction if it reasonably believes that removal of the legend
could result in or facilitate transfers of securities in violation of applicable law.


 


[Signature Page Follows]


 






    34


    


    

 


IN
WITNESS WHEREOF, each of the Issuer, Broadstone and Subscriber has executed or caused this Subscription Agreement to be executed
by its duly authorized representative as of the date set forth below.


 


	 	ISSUER:
	 	 
	 	VERTICAL AEROsPACE LTD.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	BROADSTONE:
	 	 
	 	BROADSTONE ACQUISITION CORP
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    1


    


    

 	Accepted and agreed this __ day of June, 2021.	 	 
	SUBSCRIBER:	 	 
	 	 	 
	Signature of Subscriber:	 	Signature of Joint Subscriber, if applicable:
	 	 	 
	By:	                 	 	By:	         
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 
	 	 	 
	 	 	 
	Date:	 	 
	Name of Subscriber:	 	Name of Joint Subscriber, if applicable:
	 	 	 
	(Please print. Please indicate name and capacity of person signing above)	 	(Please print. Please indicate name and capacity of person signing above)




 


	     	 	     
	Name in which securities are to be registered (if different from the name	 	 
	of Subscriber listed directly above):                                                                	 	     








	Email Address:	            	 	        
	If there are joint investors, please check one:	 	 
	 ̈  Joint Tenants with Rights of Survivorship	 	 
	 ̈  Tenants-in-Common	 	 
	 ̈  Community Property	 	 






	Subscriber’s EIN:	 	 	Joint Subscriber’s EIN:	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


	City, State, Zip:	     	 	City, State, Zip:	     






	Attn:	 	 	Attn:	



 


	Telephone No.:	   	 	Telephone No.: 	 






	Facsimile No.:	 	 	Facsimile No.:	 






	Aggregate Number of Shares subscribed for:	 	 
	 	 	 	 
	 	 	 



 


	Aggregate Purchase
    Price: $                           	 	 



 


You must pay the Purchase Price by wire transfer
of U.S. dollars ($) in immediately available funds, to be held in escrow until the Closing, to the account specified by the Issuer in
the Closing Notice.


 






    


    


    

 


Schedule
I


 


ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS

                                            (Please check the applicable subparagraphs):



 


		1.	 ̈	We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the
 “Securities Act”)) (a “QIB”) and have marked and initialed the appropriate box on the following
pages indicating the provision under which we qualify as a QIB.
	 	 	 	 
		2.	 ̈	We are subscribing for the Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB.



 


*** OR ***


 


		B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS (Please
                                            check the applicable subparagraphs):



 


		1.	 ̈	We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or an entity in which
all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act, and have marked
and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited
investor.”
	 	 	 	 
		2.	 ̈	We are not a natural person.



 


*** AND ***


 


		C.	AFFILIATE STATUS (Please check the applicable
                                            box)



 


SUBSCRIBER:


 


		 ̈	is:



 


		 ̈	is
                                            not:



 


an “affiliate” (as defined
in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate of the Issuer.


 


This page should be completed by Subscriber

and constitutes a part of the Subscription Agreement.


 






    1


    


    

 


“QUALIFIED INSTITUTIONAL BUYER”
STATUS


 


The Subscriber is a “qualified institutional
buyer” (within the meaning of Rule 144A under the Securities Act) if it is an entity that meets any one of the following categories
at the time of the sale of securities to the Subscriber (Please check the applicable subparagraphs):


 


		 ̈	The
                                            Subscriber is an entity that, acting for its own account or the accounts of other qualified
                                            institutional buyers, in the aggregate owns and invests on a discretionary basis at least
                                            $100 million in securities of issuers that are not affiliated with the Subscriber and:



 


		 ̈	is
                                            an insurance company as defined in section 2(a)(13) of the Securities Act;



 


		 ̈	is
                                            an investment company registered under the Investment Company Act of 1940, as amended (the
                                            “Investment Company Act”), or any business development company as defined
                                            in section 2(a)(48) of the Investment Company Act;



 


		 ̈	is
                                            a Small Business Investment Company licensed by the U.S. Small Business Administration under
                                            section 301(c) or (d) of the Small Business Investment Act of 1958, as amended
                                            (“Small Business Investment Act”) or any Rural Business Investment Company
                                            as defined in section 384A of the Consolidated Farm and Rural Development Act of 1972 (“Consolidated
                                            Farm and Rural Development Act”);



 


		 ̈	is
                                            a plan established and maintained by a state, its political subdivisions, or any agency or
                                            instrumentality of a state or its political subdivisions, for the benefit of its employees;



 


		 ̈	is
                                            an employee benefit plan within the meaning of Title I of the Employee Retirement Income
                                            Security Act of 1974, as amended (“ERISA”);



 


		 ̈	is
                                            a trust fund whose trustee is a bank or trust company and whose participants are exclusively
                                            (a) plans established and maintained by a state, its political subdivisions, or any
                                            agency or instrumentality of a state or its political subdivisions, for the benefit of its
                                            employees, of (b) employee benefit plan within the meaning of Title I of the ERISA,
                                            except, in each case, trust funds that include as participants individual retirement accounts
                                            or H.R. 10 plans;



 


		 ̈	is
                                            a business development company as defined in section 202(a)(22) of the Investment Advisers
                                            Act of 1940, as amended (the “Investment Advisers Act”);



 


		 ̈	is
                                            an organization described in section 501(c)(3) of the Code, corporation (other than
                                            a bank as defined in section 3(a)(2) of the Act, a savings and loan association or other
                                            institution referenced in section 3(a)(5)(A) of the Act, or a foreign bank or savings
                                            and loan association or equivalent institution), partnership, limited liability company,
                                            or Massachusetts or similar business trust;



 


		 ̈	is
                                            an investment adviser registered under the Investment Advisers Act; or



 


		 ̈	is
                                            an institutional accredited investor, as defined below, that does not qualify for any other
                                            category of “Qualified Institutional Buyer” listed herein.



 






    


    


    

 


		 ̈	The
                                            Subscriber is a dealer registered pursuant to Section 15 of the Securities Exchange
                                            Act of 1934, as amended (the “Exchange Act”), acting for its own account
                                            or the accounts of other qualified institutional buyers, that in the aggregate owns and invests
                                            on a discretionary basis at least $10 million of securities of issuers that are not affiliated
                                            with the Subscriber;



 


		 ̈	The
                                            Subscriber is a dealer registered pursuant to Section 15 of the Exchange Act acting
                                            in a riskless principal transaction on behalf of a qualified institutional buyer;



 


		 ̈	The
                                            Subscriber is an investment company registered under the Investment Company Act, acting for
                                            its own account or for the accounts of other qualified institutional buyers, that is part
                                            of a family of investment companies1
                                            which own in the aggregate at least $100 million in securities of issuers, other
                                            than issuers that are affiliated with Subscriber or are part of such family of investment
                                            companies;



 


	 ̈	The
                                            Subscriber is an entity, all of the equity owners of which are qualified institutional buyers,
                                            acting for its own account or the accounts of other qualified institutional buyers; or



 


	 ̈	The
                                            Subscriber is a bank as defined in section 3(a)(2) of the Securities Act, or any savings
                                            and loan association or other institution as defined in section 3(a)(5)(A) of the Securities
                                            Act, or any foreign bank or savings and loan association or equivalent institution, acting
                                            for its own account or the accounts of other qualified institutional buyers, that in the
                                            aggregate owns and invests on a discretionary basis at least $100 million in securities of
                                            issuers that are not affiliated with the Subscriber and that has an audited net worth of
                                            at least $25 million as demonstrated in its latest annual financial statements, as of a date
                                            not more than 16 months preceding the date of sale of securities in the case of a US bank
                                            or savings and loan association, and not more than 18 months preceding the date of sale of
                                            securities for a foreign bank or savings and loan association or equivalent institution.



 


Rule 501(a) of Regulation D under the
Securities Act, in relevant part, states that an “accredited investor” shall mean any person who comes within any of the
below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale
of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box(es) below, the provision(s) below
which apply to Subscriber and under which Subscriber accordingly qualifies as an institutional “accredited investor.”


 





 



1“Family of investment companies” means
any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist
solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment
trusts, the same depositor); provided that, (a) each series of a series company (as defined in Rule 18f-2 under the Investment Company
Act) shall be deemed to be a separate investment company and (b) investment companies shall be deemed to have the same adviser (or depositor)
if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or
depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor)


 






    


    


    

 


	 ̈	Any
                                            bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association
                                            or other institution as defined in section 3(a)(5)(A) of the Securities Act whether
                                            acting in its individual or fiduciary capacity;



 


	 ̈	Any
                                            broker or dealer registered pursuant to section 15 of the Exchange Act;



 


	 ̈	Any
                                            investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940
                                            or registered pursuant to the laws of a state;



 


	 ̈	Any
                                            investment adviser relying on the exemption from registering with the Commission under section
                                            203(l) or (m) of the Investment Advisers Act of 1940;



 


	 ̈	Any
                                            insurance company as defined in section 2(a)(13) of the Securities Act;



 


	 ̈	Any
                                            investment company registered under the Investment Company Act or a business development
                                            company as defined in section 2(a)(48) of the Investment Company Act;



 


	 ̈	Any
                                            Small Business Investment Company licensed by the U.S. Small Business Administration under
                                            section 301(c) or (d) of the Small Business Investment Act;



 


	 ̈	Any
                                            Rural Business Investment Company as defined in section 384A of the Consolidated Farm and
                                            Rural Development Act;
	 	 
	 ̈	Any
                                            plan established and maintained by a state, its political subdivisions, or any agency or
                                            instrumentality of a state or its political subdivisions, for the benefit of its employees,
                                            if such plan has total assets in excess of $5,000,000;



 


	 ̈	Any
                                            employee benefit plan within the meaning of ERISA, if (i) the investment decision is
                                            made by a plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank, a
                                            savings and loan association, an insurance company, or a registered investment adviser, (ii) the
                                            employee benefit plan has total assets in excess of $5,000,000 or, (iii) such plan is
                                            a self-directed plan, with investment decisions made solely by persons that are “accredited
                                            investors”;



 


	 ̈	Any
                                            private business development company as defined in section 202(a)(22) of the Investment Advisers
                                            Act;



 


	 ̈	Any
                                            (i) corporation, limited liability company or partnership, (ii) Massachusetts or
                                            similar business trust, partnership, or limited liability company, or (iii) organization
                                            described in section 501(c)(3) of the Code, in each case that was not formed for the
                                            specific purpose of acquiring the securities offered and that has total assets in excess
                                            of $5,000,000;



 






    


    


    

 


	 ̈	Any
                                            trust, with total assets in excess of $5,000,000, not formed for the specific purpose of
                                            acquiring the securities offered, whose purchase is directed by a sophisticated person as
                                            described in Section 230.506(b)(2)(ii) of Regulation D under the Securities Act;



 


	 ̈	Any
                                            entity in which all of the equity owners are institutional “accredited investors”;



 


	 ̈	Any
                                            entity, of a type not listed in paragraphs a(1), a(2), a(3), a(7), or (a)(8) of Rule 501(a) of
                                            Regulation D under the Securities Act, not formed for the specific purpose of acquiring the
                                            securities offered, owning investments in excess of $5,000,000; or



 


	 ̈	Any
                                            “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment
                                            Advisers Act that satisfies all of the following conditions: (i) with assets under management
                                            in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring
                                            the securities offered, and (iii) whose prospective investment is directed by a person
                                            who has such knowledge and experience in financial and business matters that such family
                                            office is capable of evaluating the merits and risks of the prospective investment.