Exhibit 10.14


 


AMERICAN AIRLINES, INC.

(as the Vendor)


 


 


and


 


 


VERTICAL AEROSPACE LTD.


(as the Purchaser)


 


 






 


 


FORM
OF CALL OPTION AGREEMENT



 


 


 






 


 





 


99 Bishopsgate


London EC2M 3XF


+44.20.7710.1000 (Tel)


www.lw.com


 






     


     


    

 


CONTENTS


 


	Clause	 	Page




 


		1.	DEFINITIONS AND INTERPRETATION	2



 


		2.	GRANT OF THE OPTIONS	3



 


		3.	CONDITIONS TO THE EXERCISE OF THE OPTIONS		



 


		4.	OPTION EXERCISE DATE			



 


		5.	EXERCISE
                                            OF THE Call option	4



 


		6.	WARRANTIES	 		



 


	Schedule 1	 	 	 	6




 


FORM OF
the CALL OPTION NOTICE


 


	Schedule 2	 	 	 	7



 


Name
Of Holder


 






    i


     


    

 


THIS CALL OPTION AGREEMENT is made on__________________________
2021


 


BETWEEN


 


		(1)	AMERICAN AIRLINES, INC. (“Vendor”); and



 


		(2)	VERTICAL AEROSPACE LTD. (“Purchaser”).



 


WHEREAS


 


		(A)	WHEREAS, Vertical Aerospace Group Ltd., a private limited company incorporated in England and Wales
with registered number 12590994 and having its registered office at 140-142 Kensington Church Street, London, England W8 4BN (the “VAGL”),
Purchaser and Broadstone Acquisition Corp. among others, entered into a business combination agreement, dated June [ l ],
2021 (the “Business Combination Agreement”);



 


		(B)	WHEREAS, Vendor and Purchaser entered into a share purchase agreement dated June [ l ],
2021, pursuant to which Vendor agreed to sell and transfer, and Purchaser agreed to purchase, 100% of the Z Ordinary Shares of VAGL held
by Vendor (the “SPA”);



 


		(C)	WHEREAS, upon consummation of the transactions contemplated by the Business Combination Agreement
and the SPA, Vendor will hold the Shares set forth in Schedule 2 which shall be subject to the Call Option (as defined below) (the “Shares”);
and



 


		(D)	WHEREAS, pursuant to the SPA, and in view of the valuable consideration to be received by Vendor
thereunder, Purchaser and Vendor desire to enter into this Option Agreement, pursuant to which Vendor has agreed to grant to Purchaser
options to require Vendor to sell the Shares upon the terms and subject to the conditions set out in this Option Agreement.



 


IT IS AGREED THAT


 


		1.	DEFINITIONS AND INTERPRETATION



 


		1.1	In this Option Agreement, unless otherwise defined or the context otherwise requires, capitalised terms
shall have the meaning given in the SPA, and:



 


“Call Option” means
the option granted to the Purchaser pursuant to Clause 2.1;


 


“Call Option Notice”
means the notice substantially in the form set out in Schedule 1;


 


“Call Option Period”
means each of the First Option Period and the Second Option Period;


 


“First Option Period”
means the period starting on the date of this Option Agreement and ending on the third anniversary of the date of this Option Agreement;


 


“Second Option Period”
means the period starting on the date of this Option Agreement and ending on the fourth anniversary of the date of this Option Agreement;


 


“Shares” has the
meaning given in Recital (C); and


 


“SPA” has the meaning
given in Recital (B).


 


		1.2	In this Option Agreement, unless the context otherwise requires:



 


		(a)	references to Clauses and Schedules are references to clauses of and schedules to this Option Agreement,
references to paragraphs are references to paragraphs of the Schedule in which the reference appears and references to this Option
Agreement include the Schedules;



 






    2


     


    

 


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



 


		(c)	references to a “party” mean a party to this Option Agreement and includes its successors
in title, personal representatives and permitted assigns;



 


		(d)	references to “dollars”, “U.S. Dollars”, “USD” or “$”
are references to the lawful currency from time to time of the United States;



 


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



 


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



 


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



 


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



 


		(i)	“to the extent that” shall mean “to the extent that” and not solely “if”,
and similar expressions shall be construed in the same way.



 


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



 


		1.4	Each of the schedules to this Option Agreement shall form part of this Option Agreement.



 


		1.5	References to a document (including this Option Agreement) shall be construed as a reference to such document
as amended or varied in accordance with its terms.



 


		2.	GRANT OF THE OPTIONS



 


		2.1	The Vendor hereby grants to the Purchaser an option to require the Vendor to sell and for Purchaser to
purchase:



 


		(a)	50% of the Shares for a price of $18.00 per Share in the First Option Period; and



 


		(b)	the remaining 50% of the Shares for a price of $18.00 per Share in Second Option Period,



 


in each case subject to the terms set
out in this Option Agreement. Purchaser shall pay Vendor the applicable purchase price for the Shares upon the closing date of the purchase,
which closing date shall occur no later than the fifth business day following the receipt by Vendor of the applicable Call Option Notice
(or such other time as agreed to by the parties), by wire transfer of U.S. dollars in immediately available funds to an account specified
by Vendor in writing to Purchaser prior to the closing date.


 


		2.2	The Call Option granted pursuant to Clause 2.1 shall expire in all cases on the fourth anniversary of
the date of this Option Agreement.



 






    3


     


    

 


		3.	EXERCISE OF THE Call option



 


		3.1	Subject to the provisions of applicable law, the Call Option may be exercised only once in the First Option
Period and once in the Second Option Period.



 


		3.2	If the Call Option is not exercised upon expiry of the applicable Call Option Period, save as otherwise
agreed in writing by the Vendor and the Purchaser, the applicable Call Option shall lapse.



 


		3.3	Once served, a Call Option Notice may not be revoked without the written consent of the Vendor and the
Purchaser.



 


		4.	Assignment; No Third Party Beneficiaries



 


		4.1	This Option Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of
each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.



 


		4.2	This Option Agreement shall not confer any rights or benefits on any persons that are not parties hereto,
other than as expressly set forth in this Option Agreement.



 


		4.3	No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall
be binding upon the other party until such party shall have received (i) written notice of such assignment and (ii) the written
agreement of the assignee, to be bound by the terms and provisions of this Option Agreement. Any transfer or assignment made other than
as provided in this Clause 4.3 shall be null and void.



 


		5.	miscellaneous



 


		5.1	This Option Agreement shall be deemed severable, and the invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of this Option Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.



 


		5.2	This Option Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts),
each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need
be produced.



 


		6.	Entire Agreement



 


This Option Agreement (including all
agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations,
understandings, negotiations and discussions between the parties, whether oral or written.


 






    4


     


    

 


		7.	Governing Law; Jurisdiction.



 


		7.1	This Option Agreement shall be governed by and construed in accordance with the laws of the State of New
York as applied to agreements among New York residents entered into and to be performed entirely within New York, without giving effect
to any choice of law or conflict of law, provision or rule (whether of the State of New York or any other jurisdiction) that would
cause the application of the law of any jurisdiction other than the State of New York. Each party hereto (a) irrevocably consents
to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated
by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with this Clause 7 or in such other manner
as may be permitted by applicable law, Clause 7 shall affect the right of any party to serve legal process in any other manner permitted
by applicable law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or
proceeding to the exclusive jurisdiction of the Federal courts of the United States or the courts of the State of New York, in each case
located within the City of New York, in the event any dispute or controversy arises out of this Agreement or the transactions contemplated
hereby, or for recognition and enforcement of any order in respect thereof, (c) agrees that it will not attempt to deny or defeat
such jurisdiction by motion or other request for leave from any such court, (d) agrees that any actions or proceedings arising in
connection with this Option Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Federal
courts of the United States or the courts of the State of New York, in each case located within the City of New York, (e) waives
any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim the same, and (f) agrees that it will not bring
any action or proceeding relating to this Option Agreement or the transactions contemplated hereby in any court other than the aforesaid
courts. Each party hereto agrees that a final order in any action or proceeding in such courts as provided above shall be conclusive and
may be enforced in other jurisdictions by suit on the order or in any other manner provided by applicable law.



 


		7.2	WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL
BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED
WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE HOLDERS IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT HEREOF.



 






    5


     


    

 


Schedule
1


 


FORM OF
the CALL OPTION NOTICE


 


		To:	AMERICAN AIRLINES, INC.



 


[address]


 


[date]


 


Notice of Exercise of the Call Option


 


		1.	We refer to the call option agreement dated [ ● ] (the “Option Agreement”).



 


		2.	Words and expressions defined in the Option Agreement shall have the same meaning in this Call Option
Notice.



 


		3.	We are hereby exercising the Call Option that you granted under Clause 2.1 of the Option Agreement
                                                              and you are accordingly required to sell [ l ] Shares to Vertical Aerospace
                                                              Ltd. in accordance with, and subject to, the terms of the Option Agreement.



 


Yours faithfully,


 


____________________


 


for and on behalf of VERTICAL AEROSPACE LTD.


 


.......................................


 


Director


 






    6


     


    

 


Schedule
2


 


	(A)
 Name Of Holder
	 	(B)
 Number Of Shares
	 
	American Airlines, Inc.	 	3,062,500	 



 




    7


     


    

 


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


 


VENDOR


 


 


Signed by ____________________


 


for and on behalf of AMERICAN AIRLINES, INC.


 


 


.......................................


 


Director


 


 


PURCHASER


 


 


Signed by ____________________


 


for and on behalf of VERTICAL AEROSPACE LTD.


 


 


.......................................


 


Director


 






    8