Exhibit 10.10


 


Date: ___________ 2021  


 


VERTICAL AEROSPACE LTD.


 


FORM OF AVOLON WARRANT INSTRUMENT





 


 





99 Bishopsgate
 London EC2M 3XF
 United Kingdom
 Tel: +44.20.7710.1000


 


www.lw.com



 



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TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	1.	DEFINITIONS AND INTERPRETATION	2
	 	 	 
	2.	EFFECTIVENESS AND CONDITIONS	7
	 	 	 
	3.	 ISSUE OF THE WARRANTS	7
	 	 	 
	4.	EXERCISE OF SUBSCRIPTION RIGHTS	8
	 	 	 
	5.	EXERCISE OF SUBSCRIPTION RIGHTS in connection with aN AIRCRAFT COMMITMENT	9
	 	 	 
	6.	REGISTRATION RIGHTS	9
	 	 	 
	7.	ADJUSTMENTS	15
	 	 	 
	8.	 NO RIGHTS AS A SHAREHOLDER UNTIL EXERCISE	16
	 	 	 
	9.	WARRANTIES	16
	 	 	 
	10.	UNDERTAKINGS OF THE COMPANY	17
	 	 	 
	11.	LIQUIDATION	18
	 	 	 
	12.	 VARIATION OF RIGHTS	18
	 	 	 
	13.	TRANSFER	18
	 	 	 
	14.	 TERMINATION	18
	 	 	 
	15.	 CONFIDENTIALITY	18
	 	 	 
	16.	NOTICES	19
	 	 	 
	17.	electronic execution	20
	 	 	 
	18.	 INVALIDITY	20
	 	 	 
	19.	 REMEDIES AND WAIVERS	20
	 	 	 
	20.	 PROCESS AGENT	20
	 	 	 
	21.	 GOVERNING LAW AND JURISDICTION	20
	 	 	 
	22.	THIRD PARTY RIGHTS	21
	 	 	 
	Schedule 1 FORM OF CERTIFICATE AND NOTICE OF EXERCISE	22
	 	 	 
	Schedule 2 REGISTER AND NOTICES	25
	 	 	 
	Schedule 3 FORM OF LOCK-UP AGREEMENT	27
	 	 	 
	Schedule 4	1


 



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This Avolon Warrant Instrument (the “Deed”) is made
on _______________ 2021


 


BY:


 


VERTICAL
AEROSPACE LTD., a Cayman Islands exempted company incorporated with limited liability, with its registered office at PO Box
309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”)


 


WHEREAS


 


		A.	(1) the Company; (2) Broadstone
Acquisition Corp., a Cayman Islands exempted company (“Purchaser”); (3) Broadstone Sponsor LLP, a United Kingdom
limited liability partnership, solely in its capacity as the Purchaser Representative; (4) Vertical Merger Sub Ltd., a Cayman
Islands exempted company incorporated with limited liability (“Merger Sub”); (5) Vertical Aerospace Group Ltd.,
a company limited by shares incorporated in England under registration number 12590994 (“Target”); (6) Vincent
Casey; and (7) the Company Shareholders (as defined in the BCA) entered into a business combination agreement (the “BCA”)
on [ ● ] June 2021, pursuant to which, among other things, (a) Purchaser
will merge with and into Merger Sub (the “Merger”), as a result of which (i) the separate corporate existence
of Merger Sub shall cease and Purchaser shall continue as the surviving company and (ii) each issued and outstanding security of
Purchaser immediately prior to the Merger Effective Time (as defined in the BCA) shall no longer be outstanding and shall automatically
be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of the Company, and (b) Purchaser
will acquire all of the issued and outstanding securities of Target in exchange for the right of the holders thereof to receive a substantially
equivalent security of the Company (the “Share Acquisition” and, together with the Merger and the other transactions
contemplated by the BCA, the “Transactions”).



 


		B.	Avolon Aerospace Leasing Limited, registered number MC-236969 and whose registered office is at Number
One Ballsbridge, Building One, Shelbourne Rd, Ballsbridge, Dublin 4 (“AALL”) and Target entered into a partnership
agreement dated 16 March 2021 (the “Partnership Agreement”) pursuant to which, among other things, Target
agreed to issue certain equity warrants to AALL.



 


		C.	AALL subsequently assigned certain of its rights and obligations in the Partnership Agreement to Avolon
e Limited, an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands, whose principal
place of business is at Number One Ballsbridge, Building 1, Shelbourne Road, Ballsbridge, Dublin 4, Ireland (“Avolon”).



 


		D.	In connection with the Transactions, and to give effect to Target’s commitments under the Partnership
Agreement, the Company has, by resolution of the Directors passed on or around the date hereof, resolved to create and issue the Warrants
to the Warrantholders to subscribe for the Warrant Shares on the terms set out in this Deed.



 


		E.	The requisite number of Shareholders have irrevocably waived all pre-emption rights conferred on them
(whether by the Act, the Articles or otherwise) in relation to the Company’s issue of the Warrants to the Warrantholders to subscribe
for the Warrant Shares and the Company’s Shareholder(s) have given the Directors authority to allot the Warrant Shares, in
each case on the terms set out in this Deed.



 



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IT IS AGREED THAT


 


		1.	DEFINITIONS AND INTERPRETATION



 


		1.1	In this Deed, unless the context otherwise requires, each of the following words and expressions shall
have the following meanings:



 


“Act” means the Companies
Act (as revised) of the Cayman Island;


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such
Person and, in respect of Avolon, includes any member of the Avolon Group;


 


“Aircraft” means
any VA-X4 aircraft or derivative or successor aircraft developed by the Company Group;


 


“Aircraft Commitment”
means one or more firm, legally-binding commitment(s) entered into on or before the Second Commitment Date pursuant to which Avolon
or any of its Affiliates has placed with an airline (or an entity that proposes to operate the Aircraft), either directly, or by facilitating
the acquisition by such person directly, from the Company (or another member of the Company Group), an aggregate of not less than one
hundred (100) Aircraft;


 


“Aircraft Commitment Notice”
has the meaning ascribed to such term in Clause 3.2;


 


“Articles” means
the articles of association of the Company (as amended from time to time);


 


“Avolon” means Avolon
e Limited, an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands, whose principal
place of business is at Number One Ballsbridge, Building 1, Shelbourne Road, Ballsbridge, Dublin 4, Ireland;


 


“Avolon Group” means
Avolon Holdings Limited and each of its subsidiaries from time to time;


 


“Beneficially Own”
and “Beneficial Owner” have the meaning given to such terms in Rule 13d-3 under the Exchange Act;


 


“Binding Commitment”
means a firm, legally-binding commitment pursuant to which Avolon or any of its Affiliates has placed a firm order for Aircraft;


 


“Binding Commitment Amount”
means the aggregate dollar amount of all Binding Commitments entered into within a particular Warrant C Period;


 


“Binding Commitment Notice”
has the meaning ascribed to such term in Clause 3.4;


 


“Business Day” means
a day on which the English clearing banks are ordinarily open for the transaction of normal banking business in the City of London (other
than a Saturday or Sunday);


 


“Certificate” means
a certificate evidencing a Warrantholder’s entitlement to Warrant A1, Warrant A2, Warrant B1, Warrant B2, a Warrant C1 or a Warrant
C2 (as applicable) (together with the Subscription Rights and all additional rights attached thereto) in the form, or substantially in
the form, set out in Part 1 of Schedule 1;


 


“Change of Control”
means the occurrence of any of the following: (a) the Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of
the Exchange Act, proxy, vote, written notice or otherwise) of any person or Group, becoming in a single transaction or a series of transactions,
by way of merger, consolidation or other business combination, purchase or otherwise, the Beneficial Owner of more than 50.0% of the voting
power of all of the Company’s then-outstanding capital stock; or (b) the consummation of (1) any sale, lease or other
transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Company and its subsidiaries,
taken as a whole, to any person or Group or (2) any transaction or series of related transactions in connection with which (whether
by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise)
all of the Shares is exchanged for, converted into, acquired for or constitutes solely the right to receive, other securities, cash or
other property; provided, however, that any transaction in which the Company or any direct or indirect parent entity of the Company becomes
a subsidiary of another person, or any transaction described in clause (b)(2) above, will not constitute a Change of Control if the
persons beneficially owning all of the voting power of the common equity of the Company or such parent entity immediately prior to such
transaction Beneficially Own, directly or indirectly through one or more intermediaries, more than 50.0% of all voting power of the common
equity of the Company or such parent entity or the surviving, continuing or acquiring company or other transferee, as applicable, immediately
following the consummation of such transaction, in substantially the same proportions vis-à-vis each other immediately before such
transaction (other than changes to such proportions solely as a result of the exercise of stock and/or cash elections in any merger or
combination providing for elections), provided that, any transaction or event described in both clause (a) and in clause (b)(1) or
(b)(2) of this definition will be deemed to occur solely pursuant to clause (b);


 



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“Chatsworth” means
Chatsworth Aviation Limited, a company incorporated under the laws of Ireland with registered number 543646;


 


“Commission” means
the U.S. Securities and Exchange Commission;


 


“Commitment Date Notice”
means a notice in writing, to be sent by the Company to the Warrantholders notifying them of the New First Commitment Date, pursuant to
Clause 5.1;


 


“Company Group” means
the Company and each of its subsidiaries from time to time;


 


“Completion” means
completion of the Share Acquisition Closing pursuant to the BCA;


 


“Completion Date”
means the Share Acquisition Closing Date;


 


“Control” of the
relevant entity means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (i) cast, or control
the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the relevant entity; (ii) appoint
or remove all, or the majority, of the directors or other equivalent officers of the relevant entity; or (iii) give directions with
respect to the operating and financial policies of the relevant entity with which the directors or other equivalent officers of such relevant
entity are obliged to comply;


 


“Directors” means
the duly appointed directors of the Company from time to time;


 


“Encumbrance” means
a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, other
encumbrance or security interest of any kind, or another type of preferential arrangement (including a title transfer or retention arrangement)
having similar effect;


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended;


 


“Expected Certification Date”
has the meaning ascribed to such term in Clause 5.3(a);


 


“Fair Market Value”
of any asset as of any date of determination means the purchase price that a willing buyer having all relevant knowledge would pay a willing
seller for such asset in an arm’s length transaction;


 


“First Commitment Date”
means 30 September 2022 or such other date as is notified by the Company to the Warrantholders in a Commitment Date Notice pursuant
to Clause 5.1;


 


“Group” shall mean
any group of one or more persons if such group would be deemed a “group” as such term is used in Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act;


 


“Holder” means the
holder of a Registrable Security;


 


“Indemnity” means,
where a Certificate has been mutilated, defaced, lost, stolen or destroyed, an indemnity in the place thereof in a form as the Directors
may decide (in their sole discretion) against all losses which may be suffered or incurred directly or indirectly in connection with the
mutilation, defacement, loss, theft or destruction of such Certificate;


 


“Initial Registrable Securities”
has the meaning ascribed to such term in Clause 6.2;


 



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“Maples” means Maples
Trustee Services (Cayman) Limited, a Cayman Islands company with registered number 239659;


 


“New First Commitment Date”
has the meaning ascribed to such term in Clause 5.1;


 


“Notice of Exercise”
means a notice in the form set out in Part 2 of Schedule 1;


 


“Ordinary Shares”
means the ordinary shares, with $0.0001 par value, in the capital of the Company from time to time having the rights set out in the Articles;


 


“Outstanding Options”
means, at the relevant time, all outstanding options, warrants or other outstanding rights (whether or not conditional or contingent and
assuming full performance of any performance linked rights), to subscribe for equity shares of the Company or securities which are convertible
into equity shares of the Company, including any agreement or commitment of the Company to issue or grant any such options, warrants or
right;


 


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


 


“Pro Rata Amount”
means a percentage of Warrant C1 Shares or Warrant C2 Shares (as applicable) that is equal to the ratio of (i) the Binding Commitment
Amount to (ii) $1.25 billion;


 


“Register” means
the register of the Warrants maintained by the Company at its Registered Office;


 


“Registered Office”
means the registered office of the Company from time to time;


 


“Registrable
Security” shall mean the Warrant Shares (including any shares of capital stock or other securities of the Company issued
as a dividend or other distribution with respect to or in exchange for or in replacement of such Warrant Shares); provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have
been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have
been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such
securities shall have ceased to be outstanding; or (iv) such securities have been sold to, or through, a broker, dealer or Underwriter
in a public distribution or other public securities transaction;


 


“Registration Expenses”
shall mean the out-of-pocket expenses relating to a Registration, including, without limitation, the following:


 


		a)	all registration and filing fees (including fees with respect to filings required to be made with the
Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed;



 


		b)	fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements
of counsel for the Underwriters, if any, in connection with blue sky qualifications of Registrable Securities);



 


		c)	printing, messenger, telephone and delivery expenses;



 


		d)	reasonable fees and disbursements of counsel for the Company;



 


		e)	reasonable fees and disbursements of all independent registered public accountants of the Company incurred
specifically in connection with such Registration; and



 


		f)	reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the
Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration;



 



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“Second Commitment Date”
means the date that is six (6) months after the First Commitment Date;


 


“Shareholder(s)”
means all of the registered holders of the Shares from time to time;


 


“Shares” means the
issued share capital of the Company from time to time;


 


“Share Acquisition Closing”
has the meaning ascribed to such term in the BCA;


 


“Share Acquisition Closing
Date” has the meaning ascribed to such term in the BCA;


 


“Subscription Price”
means $0.0001 per Warrant Share subject to any adjustments pursuant to Clause 7.1;


 


“Subscription Rights”
means, in the case of: (i) Warrant A1, the right to subscribe in cash at the Subscription Price for the Warrant A1 Shares; (ii) Warrant
A2, the right to subscribe in cash at the Subscription Price for the Warrant A2 Shares; (iii) Warrant B1, the right to subscribe
in cash at the Subscription Price for the Warrant B1 Shares; (iv) Warrant B2, the right to subscribe in cash at the Subscription
Price for the Warrant B2 Shares; (v) a Warrant C1, the right to subscribe in cash at the Subscription Price for such number of Warrant
C1 Shares as is indicated on the Certificate representing such warrant; and (vi) a Warrant C2, the right to subscribe in cash at
the Subscription Price for such number of Warrant C2 Shares as is indicated on the Certificate representing such warrant;


 


“Type Certification”
means type certification by the European Union Aviation Safety Agency of the Aircraft as a small category (up to nine (9) passengers
and a MTOW of 3,175 kilograms/7,000 pounds) vertical take-off and landing aircraft powered by an electric propulsion system;


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities;


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are
sold to one or more Underwriters in a firm commitment underwriting for distribution to the public;


 


“Warrant A1” means
the warrant issued by the Company in accordance with this Deed and all rights conferred by it, including the Subscription Rights, in respect
of the Warrant A1 Shares;


 


“Warrant A1 Shares”
means 3,827,000 Ordinary Shares;


 


“Warrant A2” means
the warrant issued by the Company in accordance with this Deed and all rights conferred by it, including the Subscription Rights, in respect
of the Warrant A2 Shares;


 


“Warrant A2 Shares”
means 2,551,600 Ordinary Shares;


 


“Warrant B1” means
the warrant issued by the Company in accordance with this Deed and all rights conferred by it, including the Subscription Rights, in respect
of the Warrant B1 Shares;


 


“Warrant B1 Shares”
means 2,259,000 Ordinary Shares;


 


“Warrant B2” means
the warrant issued by the Company in accordance with this Deed and all rights conferred by it, including the Subscription Rights, in respect
of the Warrant B2 Shares;


 


“Warrant B2 Shares”
means 1,506,000 Ordinary Shares;


 


“Warrant C Period”
means every three-month period, the first of which shall be the three-month period beginning on the Completion Date;


 


“Warrant C1” means
each warrant issued by the Company in accordance with this Deed and all rights conferred by it, including the Subscription Rights, in
respect of such number of Warrant C1 Shares as is indicated on the Certificate representing such warrant;


 


“Warrant C1 Shares”
means 2,259,000 Ordinary Shares;


 


“Warrant C2” means
each warrant issued by the Company in accordance with this Deed and all rights conferred by it, including the Subscription Rights, in
respect of such number of Warrant C2 Shares as is indicated on the Certificate representing such warrant;


 



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“Warrant C2 Shares”
means 1,506,000 Ordinary Shares;


 


“Warrant Shares”
means, in the case of: (i) Warrant A1, the Warrant A1 Shares; (ii) Warrant A2, the Warrant A2 Shares; (iii) Warrant B1,
the Warrant B1 Shares; (iv) Warrant B2, the Warrant B2 Shares; (v) each Warrant C1, the Warrant C1 Shares represented by such
warrant; and (vi) each Warrant C2, the Warrant C2 Shares represented by such warrant;


 


“Warrantholder(s)”
means the relevant person(s) whose name(s) appear(s) in the Register as the respective holder(s) of the Warrants (as
applicable) and, for any period during which the Warrants are not issued and outstanding under this Deed, means Chatsworth and Maples;
and


 


“Warrants” means
Warrant A1, Warrant A2, Warrant B1, Warrant B2, each Warrant C1 and each Warrant C2.


 


		1.2	In this Deed, unless the context otherwise requires:



 


		(a)	references to:



 


		(i)	statutes or statutory provisions include references to any orders or regulations made thereunder and references
to any statute, provision, order or regulation include references to that statute, provision, order or regulation as amended, modified,
re-enacted or replaced from time to time whether before or after the date hereof (subject as otherwise expressly provided herein) and
to any previous statute, statutory provision, order or regulation amended, modified, re-enacted or replaced by such statute, provision,
order or regulation;



 


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



 


		(iii)	clauses and schedules are references to clauses of, and the schedules to, this Deed;



 


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



 


		(v)	this Deed include this Deed as amended or varied in accordance with its terms;



 


		(b)	the index to and the headings to clauses and paragraphs of this Deed are for information only and shall
not form part of the operative provisions of, and shall be ignored in construing, this Deed;



 


		(c)	words denoting the singular shall include the plural and vice versa, words denoting any gender shall include
all genders and words denoting persons shall include bodies corporate and unincorporated, associations, partnerships and individuals;



 


		(d)	the schedules form part of the operative provisions of this Deed and references to this Deed shall include
references to the schedules;



 


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



 


		(f)	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.



 



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		2.	EFFECTIVENESS AND CONDITIONS



 


		2.1	The issuance of the Warrants and the Warrantholders’ right to exercise the Subscription Rights under
the terms and subject to the conditions of this Deed shall be conditional upon (i) Completion and (ii) each Warrantholder entering
into a lock-up agreement in respect of certain of the Warrant A1 Shares and the Warrant A2 Shares substantially in the form set out in
Schedule 3.



 


		2.2	The Warrants are issued subject to the Articles and the terms and conditions of this Deed, which are binding
upon the Company and the Warrantholders. In the event of a conflict between the terms and conditions of this Deed and the Articles, this
Deed shall prevail.



 


		3.	ISSUE OF THE WARRANTS



 


Warrant A1 and Warrant A2


 


		3.1	Subject to Clause 2.1, immediately after Completion, the Company shall:



 


		(a)	issue Warrant A1 to Maples and Warrant A2 to Chatsworth, in each case with the Subscription Rights attached
thereto;



 


		(b)	provide each Warrantholder with a copy of the Articles and copies of Director and Shareholder resolutions
and consents regarding:



 


		(i)	the Shareholders’ waiver of all pre-emption rights in relation to the Company’s issue of the
Warrants; and



 


		(ii)	the Directors’ authority to issue the Warrants;



 


		(c)	enter the name of (i) Maples in the Register as the holder of the Warrant A1 and (ii) Chatsworth
in the Register as the holder of the Warrant A2; and



 


		(d)	within five (5) Business Days of entering the name of each Warrantholder in the Register: (i) deliver
to each Warrantholder a copy of the Register; and (ii) issue to each Warrantholder, without charge, a Certificate which shall be
evidence of the entitlement to all rights attaching to Warrant A1 and Warrant A2 (as applicable).



 


Warrant B1 and Warrant B2


 


		3.2	Within ten (10) Business Days of an Aircraft Commitment being entered into, Avolon shall send to
the Company notice: (i) specifying the date on which the Aircraft Commitment was entered into; and (ii) a copy of the Aircraft
Commitment (such notice, the “Aircraft Commitment Notice”).



 


		3.3	Within five (5) Business Days of receipt of the Aircraft Commitment Notice, the Company shall:



 


		(a)	issue Warrant B1 to Maples and Warrant B2 to Chatsworth, in each case with the Subscription Rights attached
thereto;



 


		(b)	enter the name of (i) Maples in the Register as the holder of the Warrant B1 and (ii) Chatsworth
in the Register as the holder of the Warrant B2; and



 


		(c)	(i) deliver to each Warrantholder a copy of the Register; and (ii) issue to each Warrantholder,
without charge, a Certificate which shall be evidence of the entitlement to all rights attaching to Warrant B1 and Warrant B2 (as applicable).



 



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Warrant C1 and Warrant C2


 


		3.4	Within ten (10) Business Days of the end of a Warrant C Period during which a Binding Commitment(s) is
entered into, Avolon shall send to the Company notice specifying the date on which the Binding Commitment(s) was entered into and
the Binding Commitment Amount for such Warrant C Period with proof of the Binding Commitment(s) (the “Binding Commitment
Notice”).



 


		3.5	Within five (5) Business Days of receipt of a Binding Commitment Notice, the Company shall:



 


		(a)	issue a Warrant C1 to Maples and a Warrant C2 to Chatsworth, in each case with the Subscription Rights
attached thereto being calculated on the basis of the Pro Rata Amount for the relevant Warrant C Period;



 


		(b)	enter the name of (i) Maples in the Register as the holder of such Warrant C1 and (ii) Chatsworth
in the Register as the holder of such Warrant C2; and



 


		(c)	(i) deliver to each Warrantholder a copy of the Register; and (ii) issue to each Warrantholder,
without charge, a Certificate which shall be evidence of the entitlement to all rights attaching to such Warrant C1 and such Warrant C2
(as applicable).



 


		4.	EXERCISE OF SUBSCRIPTION RIGHTS



 


		4.1	Subject to and in accordance with Clause 5 (in respect of Warrant B1 and Warrant B2), the Subscription
Rights in respect of each Warrant, shall become exercisable immediately upon receipt of the relevant Certificate in respect of such Warrant
pursuant to Clause 3.



 


		4.2	Each Warrantholder agrees that it shall exercise the Subscription Rights in respect of each Warrant (as
applicable) within ten (10) Business Days of the Subscription Rights becoming exercisable in respect of such Warrant pursuant to
Clause 4.1.



 


		4.3	For the avoidance of any doubt, the maximum amount of Warrant C1 Shares and Warrant C2 Shares exercisable
in respect of all Warrant C1s and all Warrant C2s across all Warrant C Periods shall not exceed the aggregate Warrant C1 Shares and Warrant
C2 Shares.



 


		4.4	If and to the extent unexercised, the Subscription Rights in respect of all Warrants shall automatically
be deemed to lapse on the date that is five (5) years after the Completion Date, and the Warrants shall automatically be deemed to
be cancelled upon termination of this Deed.



 


		4.5	Subject to the terms of this Deed, the Warrantholders may exercise the Subscription Rights in respect
of a Warrant by:



 


		(a)	delivering to the Registered Office: (i) a duly completed and irrevocable Notice of Exercise in order
to exercise the Subscription Rights in respect of the Warrants (as applicable); and (ii) its Certificate, or, as the case may be,
an Indemnity in respect thereof; and



 


		(b)	paying the Subscription Price payable for the Warrant Shares in cash to the Company by such mode as the
Company and the Warrantholder shall have previously agreed (including, but not limited to, wire transfer),



 


the delivery and payment of which is
irrevocable.


 


		4.6	Within five (5) Business Days of receipt of the Notice of Exercise, the Company shall instruct the
transfer agent for the Shares (the “Transfer Agent”) to record the issuance of the Warrant Shares subscribed for pursuant
to the Notice of Exercise to the Warrantholder in book-entry form pursuant to the Transfer Agent’s regular procedures. The Warrant
Shares will be deemed to have been issued, and the Warrantholder will be deemed to have become a holder of record of such shares for all
purposes, as of the date the Transfer Agent records such issuance.



 



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		5.	EXERCISE
                                            OF SUBSCRIPTION RIGHTS in connection with aN AIRCRAFT COMMITMENT



 


		5.1	The Subscription Rights in respect of
                                            Warrant B1 and Warrant B2, shall be exercised as follows:



 


		(a)	with respect to all of the Warrant B1
                                            Shares and all of the Warrant B2 Shares, where an Aircraft Commitment has been entered into
                                            prior to or on the First Commitment Date; and



 


		(b)	with respect to 50% of the Warrant B1
                                            Shares and 50% of the Warrant B2 Shares, where an Aircraft Commitment has been entered into
                                            after the First Commitment Date and prior to the Second Commitment Date.



 


		5.2	The First Commitment Date shall be adjusted
                                            to a later date if:



 


		(a)	the Company publicly announces or discloses
                                            a change to the expected date of Type Certification, which, as at the date of this Deed,
                                            is 31 December 2024; and/or



 


		(b)	the Company’s board of directors
                                            determine, acting in good faith, that a change to the expected date of Type Certification
                                            is reasonably likely.



 


		5.3	Within five (5) Business Days of
                                            the date of any announcement, disclosure and/or determination (as applicable) referred to
                                            in Clause 5.2, the Company shall send the Warrantholders a Commitment Date Notice
                                            specifying:



 


		(a)	the new expected date of Type Certification
                                            (the “Expected Certification Date”); and



 


		(b)	the new First Commitment Date, which shall
                                            be the date that is twenty-seven (27) months prior to the Expected Certification Date (the
                                            “New First Commitment Date”).



 


		5.4	Upon receipt of the Commitment Date Notice
                                            all references to “First Commitment Date” in this Deed shall be replaced by “New
                                            First Commitment Date”.



 


		5.5	For the purpose of making any announcement,
                                            disclosure and/or determination pursuant to Clause 5.2 about any change to the expected
                                            date of Type Certification, the Company’s board of directors shall monitor and actively
                                            consider any potential changes to the expected date of Type Certification. Furthermore, the
                                            Expected Certification Date shall be consistent with the most recent public announcements
                                            or disclosures made by the Company in respect of the date of Type Certification.



 


		5.6	If a Warrantholder disagrees with: (i) the
                                            Company’s assessment of the expected date of the Type Certification; (ii) an announcement,
                                            disclosure and/or determination made by the Company’s board of directors pursuant to
                                            Clause 5.2; or (iii) the Expected Certification Date set out in a Commitment
                                            Date Notice, the Warrantholder and the Company shall jointly appoint a suitably qualified
                                            independent assessor (who shall act as an expert and not an arbitrator) to determine the
                                            Expected Certification Date and, if the assessor’s determination is different to that
                                            of the Company’s board of directors, the Company’s board of directors shall be
                                            required to accept such assessor’s determination in recording and agreeing the Expected
                                            Certification Date pursuant to this Clause 5.



 


		6.	REGISTRATION
                                            RIGHTS



 


		6.1	For purposes of this Clause 6,
                                            the Warrant A1 Shares and the Warrant A2 Shares included in the Registration Statement shall
                                            include, as of any date of determination, the Warrant A1 Shares and the Warrant A2 Shares
                                            and any other equity security of the Company issued or issuable with respect to the Warrant
                                            A1 Shares and the Warrant A2 Shares by way of share division, stock split, dividend, distribution,
                                            recapitalization, merger, exchange, replacement or similar event or otherwise.



 






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		6.2	The Company agrees that, within thirty
                                            (30) calendar days after Completion (the “Filing Date”), the Company will
                                            file with the Commission (at the Company’s sole cost and expense) a registration statement
                                            (the “Registration Statement”) registering the resale of the Warrant A1
                                            Shares and the Warrant A2 Shares (the “Initial Registrable Securities”),
                                            and the Company 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;
                                            and (ii) ninety (90) calendar days following the consummation of the Transactions if
                                            the Commission notifies the Company that it will “review” the Registration Statement
                                            (such date, the “Effectiveness Date”); provided, however,
                                            that the Company’s obligations to include the Initial Registrable Securities in the
                                            Registration Statement are contingent upon the holders of the Warrant A1 Shares and the holders
                                            of the Warrant A2 Shares (together, the “Warrant A Shareholders”) furnishing
                                            a completed and executed selling shareholders questionnaire in customary form to the Company
                                            that contains the information required by Commission rules for a Registration Statement
                                            regarding the Warrant A Shareholders, the securities of the Company held by the Warrant A
                                            Shareholders, and the intended method of disposition of the Initial Registrable Securities
                                            to effect the registration of the Initial Registrable Securities, and the Warrant A Shareholders
                                            shall execute such documents in connection with such registration as the Company may reasonably
                                            request that are customary of a selling shareholder in similar situations, including providing
                                            that the Company shall be entitled to postpone and suspend the effectiveness or use of the
                                            Registration Statement as permitted hereunder; provided that Warrant A Shareholders 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 Initial
                                            Registrable Securities, except that certain of the Warrant A1 Shares and the Warrant A2 Shares
                                            shall be subject to a lockup period. Any failure by the Company to file the Registration
                                            Statement by the Filing Date or to effect such Registration Statement by the Effectiveness
                                            Date shall not otherwise relieve the Company of its obligations to file or effect the Registration
                                            Statement as set forth above in this Clause 6. Unless required under applicable laws
                                            and Commission rules, in no event shall the Warrant A Shareholders be identified as a statutory
                                            underwriter in the Registration Statement; provided, that if the Warrant A Shareholders are
                                            required to be so identified as a statutory underwriter in the Registration Statement, each
                                            Warrant A Shareholder will have an opportunity to withdraw its Initial Registrable Securities
                                            from the Registration Statement.



 


		6.3	In the case of registration effected by
                                            the Company pursuant to this Deed, the Company shall, upon reasonable request, inform the
                                            Warrant A Shareholders as to the status of such registration. At its expense, the Company
                                            shall:



 


		(a)	except for such times as the Company 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 Company determines to obtain,
                                            continuously effective with respect to the Warrant A Shareholders, 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) each Warrant A Shareholder
                                            ceases to hold any Initial Registrable Securities; (ii) the date all Initial Registrable
                                            Securities held by each Warrant A Shareholder 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 Company 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 date of the effectiveness of the
                                            Registration Statement;



 






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		(b)	advise each Warrant A Shareholder as promptly
                                            as practicable, but in any event within five (5) Business Days:



 


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



 


		(ii)	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;



 


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



 


		(iv)	subject to the provisions in this Deed,
                                            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 Company shall not, when so advising the Warrant A Shareholders of such events,
provide the Warrant A Shareholders with any material, nonpublic information regarding the Company other than to the extent that providing
notice to the Warrant A Shareholders of the occurrence of the events listed in (i) through (iv) above may constitute material,
nonpublic information regarding the Company; the Warrant A Shareholders hereby consent to receipt of any material, non-public information
with respect to the occurrence of the events listed in (i) through (iv) of this Clause 6.3(b);


 


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



 


		(d)	upon the occurrence of any event contemplated
                                            in Clause 6.3(b), except for such times as the Company is permitted hereunder to suspend,
                                            and has suspended, the use of a prospectus forming part of a Registration Statement, the
                                            Company 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 Initial 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;



 


		(e)	use its commercially reasonable efforts
                                            to cause all Shares (including the Warrant A1 Shares and the Warrant A2 Shares) to be listed
                                            on each securities exchange or market, if any, on which the Company’s Ordinary Shares
                                            are then listed;



 


		(f)	use its commercially reasonable efforts
                                            to allow any Warrant A Shareholder to review disclosure regarding such Warrant A Shareholder
                                            in the Registration Statement and consider in good faith proposed revisions from such Warrant
                                            A Shareholder (provided, that the use of such revisions in the Registration Statement shall
                                            always remain at the sole discretion of the Company); and



 






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		(g)	use
                                            its commercially reasonable efforts to (x) take all other steps reasonably necessary
                                            to effect the registration of the Initial Registrable Securities contemplated herein and
                                            (y) take such further action as any Warrant A Shareholder may reasonably request,
                                            all to the extent required from time to time to enable such Warrant A Shareholder to sell
                                            Ordinary Shares (including the Warrant A1 Shares and the Warrant A2 Shares) held by such
                                            Warrant A Shareholder 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 Company).



 


		6.4	Notwithstanding anything to the contrary
                                            in this Deed, if the Commission prevents the Company from including in the Registration Statement
                                            any or all of the Shares due to limitations on the use of Rule 415 of the Securities
                                            Act for the resale of the Shares by the Warrant A Shareholders, the Registration Statement
                                            shall register for resale such number of Shares which is equal to the maximum number of Shares
                                            as is permitted by the Commission. In such event, the number of 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 Shares under Rule 415 under the Securities Act, the Company shall use commercially
                                            reasonable efforts to amend the Registration Statement or file a new Registration Statement
                                            to register such Shares not included in the initial Registration Statement.



 


		6.5	Notwithstanding
                                            anything to the contrary in this Deed, the Company shall be entitled to delay or postpone
                                            the effectiveness of the Registration Statement, and from time to time to require the Warrant
                                            A Shareholders not to sell under the Registration Statement or to suspend the effectiveness
                                            thereof, (i) if it determines that in order for the Registration Statement to not contain
                                            any untrue statement of a material fact or omission of a material fact necessary to make
                                            the statements contained therein not misleading, 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
                                            Company to include, (ii) if the negotiation or consummation of a transaction by the
                                            Company or its subsidiaries is pending or an event has occurred (which negotiation, consummation
                                            or event the Company’s board of directors reasonably believes, upon the advice of legal
                                            counsel (which may be in-house counsel), would require additional disclosure by the Company
                                            in the Registration Statement of material information) that the Company 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 Company’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 Company’s board of directors, such filing
                                            or effectiveness or use of such Registration Statement, would be seriously detrimental to
                                            the Company and the majority of the Company’s board of directors conclude 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 Company 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 Company
                                            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,
                                            each Warrant A Shareholder agrees that (a) it will immediately discontinue offers and
                                            sales of the Shares under the Registration Statement until such Warrant A Shareholder receives
                                            copies of a supplemental or amended prospectus (which the Company 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 Company that it may resume such offers and sales, and (b) it will maintain the
                                            confidentiality of any information included in such written notice delivered by the Company,
                                            except for disclosure to any Warrant A Shareholder’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 court order. If so directed by the Company, each Warrant A Shareholder
                                            will deliver to the Company or, in such Warrant A Shareholder’s sole discretion destroy,
                                            all copies of the prospectus covering the Shares in such Warrant A Shareholder’s possession;
                                            provided, however, that this obligation to deliver or destroy all copies of
                                            the prospectus covering the Shares shall not apply (1) to the extent such Warrant A
                                            Shareholder 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 (2) to copies
                                            stored electronically on archival servers as a result of automatic data back-up.



 






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		6.6	Indemnification.



 


		(a)	The Company agrees to indemnify and hold
                                            harmless, to the extent permitted by law, each Warrantholder, its directors, officers, employees,
                                            advisers and agents, and each person who controls such Warrantholder (within the meaning
                                            of the Securities Act or the Exchange Act) and each affiliate of such Warrantholder (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 Company by or on behalf of such Warrantholder
                                            expressly for use therein.



 


		(b)	Each Warrantholder agrees, severally and
                                            not jointly with any other selling shareholder under the Registration Statement, to indemnify
                                            and hold harmless the Company, its directors and officers and agents and each person who
                                            controls the Company (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 such Warrantholder
                                            expressly for use therein. In no event shall the liability of such Warrantholder be greater
                                            in amount than the dollar amount of the net proceeds received by such Warrantholder upon
                                            the sale of the Shares giving rise to such indemnification obligation.



 






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		(c)	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.



 





		(d)	The indemnification provided for under
                                            this Deed 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
                                            received pursuant to this Deed.



 


		(e)	If the indemnification provided under
                                            this Clause 6.6 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 Clause 6.6, 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 Clause 6.6(e) from
                                            any person who was not guilty of such fraudulent misrepresentation. In no event shall the
                                            liability of a Warrantholder (together with any indemnification obligation under this Clause
                                            6.6) be greater in amount than the dollar amount of the net proceeds received by such
                                            Warrantholder upon the sale of the Shares giving rise to such contribution obligation.



 






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		7.	ADJUSTMENTS



 


		7.1	Stock Dividends, Subdivision, Combinations
                                            and Consolidations. If the Company, at any time on or after the date of this Deed: (i) pays
                                            a stock dividend or makes a distribution on the Shares in the form of Shares, (ii) subdivides
                                            outstanding Shares into a larger number of shares, or (iii) combines or consolidates
                                            (including, without limitation, by reverse stock split) outstanding Shares into a smaller
                                            number of shares, then, in each case, the number of Shares issuable after such event upon
                                            exercise of the Subscription Rights in respect of the Warrants will be equal to the number
                                            of Shares issuable upon exercise of the Subscription Rights in respect of the Warrants prior
                                            to such event multiplied by a fraction of which the numerator will be the number of Shares
                                            outstanding immediately after such event and of which the denominator will be the number
                                            of Shares outstanding immediately before such event, and the Subscription Price will be proportionately
                                            adjusted such that the aggregate Subscription Price of the Warrant Shares will remain unchanged,
                                            provided that the Subscription Price shall not be less than the par value of the Shares.
                                            Any adjustment made pursuant to this Clause 7.1 shall be certified in writing by the
                                            Company’s auditors (at the Company’s expense) and the Warrantholders and will
                                            become effective immediately after the record date for the determination of shareholders
                                            entitled to receive such dividend or distribution and will become effective immediately after
                                            the effective date in the case of a subdivision, combination or consolidation. The Company
                                            shall procure that the Register is updated accordingly within ten (10) Business Days
                                            of the date on which the adjustment became effective.






 


		7.2	The Company shall procure that its auditors
                                            carry out the certification referred to in Clause 7.1 and that in carrying out the
                                            certification: (i) the Company’s auditors shall act as an expert and not an arbitrator;
                                            (ii) the costs of the Company’s auditors shall be borne by the Company; and (iii) the
                                            certification of the Company’s auditors shall, except in the case of manifest error,
                                            be final and binding on the Company and the Warrantholders.



 


		7.3	Reclassifications, Reorganizations,
                                            Consolidations and Mergers. In the event of (i) any capital reorganization of the
                                            Company, (ii) any reclassification or recapitalization of the stock of the Company (other
                                            than (A) a change in par value or from par value to no par value or from no par value
                                            to par value or (B) as a result of a stock dividend, subdivision, combination or consolidation
                                            of shares as to which Clause 7.1 will apply), or (iii) any Change of Control,
                                            consolidation or merger of the Company with or into another Person (where the Company is
                                            not the surviving corporation or where there is a change in or distribution with respect
                                            to the Shares then issuable upon exercise of the Subscription Rights in respect of the Warrants),
                                            the Warrants will, after such reorganization, reclassification, recapitalization, Change
                                            of Control, consolidation or merger, be exercisable for the kind and number of shares of
                                            stock or other securities or property (“Alternate Consideration”) of the
                                            Company or of the successor corporation resulting from such consolidation or surviving such
                                            merger, if any (and/or the issuer of the Alternate Consideration, as applicable) to which
                                            the holder of the number of Shares underlying the Warrants (at the time of such reorganization,
                                            reclassification, recapitalization, consolidation or merger) would have been entitled upon
                                            such reorganization, reclassification, recapitalization, Change of Control, consolidation
                                            or merger. In such event, the aggregate Subscription Price otherwise payable for the Shares
                                            issuable upon exercise of the Subscription Rights in respect of the Warrants will be allocated
                                            among the Alternate Consideration receivable as a result of such reorganization, reclassification,
                                            recapitalization, Change of Control, consolidation, or merger in proportion to the respective
                                            Fair Market Value of such Alternate Consideration, but in a manner in which the aggregate
                                            Subscription Price of the Warrant Shares will remain materially unchanged. If and to the
                                            extent that the holders of Shares have the right to elect the kind or amount of consideration
                                            receivable upon consummation of such reorganization, reclassification, recapitalization,
                                            Change of Control, consolidation or merger, then the consideration that the Warrantholders
                                            will be entitled to receive upon exercise will be specified by each Warrantholder, which
                                            specification will be made by the Warrantholders by the later of (A) ten (10) Business
                                            Days after the Warrantholders are provided with a final version of all material information
                                            concerning such choice as is provided to the holders of Shares and (B) the last time
                                            at which the holders of Shares are permitted to make their specifications known to the Company;
                                            provided, however, that if a Warrantholder fails to make any specification within such time
                                            period, such Warrantholder’s choice will be deemed to be whatever choice is made by
                                            a plurality of all holders of Shares that are not affiliated with the Company (or, in the
                                            case of a consolidation or merger, any other party thereto) and affirmatively make an election
                                            (or of all such holders if none of them makes an election). From and after any such reorganization,
                                            reclassification, recapitalization, Change of Control, consolidation or merger, all references
                                            to “Warrant Shares” and similar references herein will be deemed to refer to
                                            the Alternate Consideration to which the Warrantholders are entitled pursuant to this Clause
                                            7.3. In the event of any Change of Control, consolidation or merger in which the Company
                                            is not the continuing or surviving corporation or entity (or is not the issuer of the Alternate
                                            Consideration), proper provision will be made so that such continuing or surviving corporation
                                            or entity (and/or the issuer of the Alternate Consideration) will agree to carry out and
                                            observe the obligations of the Company under the Warrants such that the provisions of this
                                            Clause 7.3 will similarly apply with respect to the Alternate Consideration and similarly
                                            apply to successive reorganizations, reclassifications, recapitalizations, Change of Control,
                                            consolidations, or mergers.



 






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		7.4	Calculations. All calculations
                                            under this Clause 7 will be made to the nearest cent or the nearest 1/100th of a Share,
                                            as the case may be. For the purposes of this Clause 7, the number of Shares deemed
                                            to be issued and outstanding as of a given date will be the sum of the number of Shares (excluding
                                            treasury shares, if any) issued and outstanding on such date.



 


		7.5	Notice of adjustment. The Company
                                            shall send the Warrantholders notice of any adjustment made pursuant to Clause 7.1
                                            as soon as practicable (and in any event within thirty (30) calendar days) following the
                                            relevant resolution of the Directors giving effect to or sanctioning the adjustment.



 


		8.	NO
                                            RIGHTS AS A SHAREHOLDER UNTIL EXERCISE



 


Except as expressly set forth in this
Deed, the Warrants do not entitle the Warrantholders to any voting rights, dividends or other rights as a shareholder of the Company
prior to the exercise of the Subscription Rights in respect of the Warrants as set forth in Clause 4.


 


		9.	WARRANTIES



 


		9.1	The Company warrants to each Warrantholder
                                            that, as at the date of this Deed:



 


		(a)	the Company is validly incorporated, in
                                            existence and duly registered under the laws of the Cayman Islands;



 


		(b)	the Company’s board of directors
                                            has authorised the execution of this Deed and has obtained the requisite authority, pursuant
                                            to the Act and the Articles, to issue the Warrants and to allot and issue the Warrant Shares
                                            as fully paid in accordance with its terms and, pursuant to that authorisation, the Company’s
                                            board of directors may allot and issue the Warrant Shares as fully paid and free from pre-emption
                                            rights and any other Encumbrance (other than in relation to the lock-up agreement in respect
                                            of certain of the Warrant A1 Shares and the Warrant A2 Shares) upon exercise of the Subscription
                                            Rights;



 


		(c)	immediately following Completion, and
                                            assuming no redemptions in connection with the Merger: (1) the entire issued equity
                                            share capital of the Company; and (2) all of those shares in the capital of the Company
                                            which the Company is obliged to issue upon the exercise in full of all Outstanding Options
                                            shall be as set forth in columns 1 and 2, respectively, on Schedule 4; and



 


		(d)	the copies of the Articles provided to
                                            the Warrantholders are true, accurate and complete.



 






    16


     


    

 


		10.	UNDERTAKINGS
                                            OF THE COMPANY






 


		10.1	For so long as the Subscription Rights
                                            have not lapsed, the Company undertakes to:



 


		(a)	comply with the terms and conditions of
                                            this Deed and specifically, but without limitation, to do all such things and execute all
                                            such documents so far as it is lawfully able to the extent legally required in order to give
                                            effect to the Subscription Rights in accordance with the terms of this Deed;



 


		(b)	ensure that the Company has all necessary
                                            authorisations and approvals as will enable the Subscription Rights of the Warrantholders
                                            to be satisfied in full at any time;



 


		(c)	ensure that the Company’s board
                                            of directors have the requisite authority from time to time to allot, free from pre-emption
                                            rights and any other Encumbrance (other than in relation to the lock-up agreement in respect
                                            of certain of the Warrant A1 Shares and the Warrant A2 Shares) or Outstanding Options such
                                            number of Shares from time to time required in order to satisfy the exercise of all outstanding
                                            Subscription Rights in respect of the Warrants in full;



 


		(d)	allot and issue any Warrant Shares pursuant
                                            to the terms and conditions of this Deed as fully paid, when subscribed for on the terms
                                            and conditions of this deed, and free from pre-emption rights and any other Encumbrances;



 


		(e)	maintain the Register in accordance with
                                            the provisions of Schedule 2;



 


		(f)	replace, without charge, a Certificate
                                            at the request of a Warrantholder if it is mutilated, defaced, lost, stolen or destroyed,
                                            provided that:



 


		(i)	the Warrantholder provides the Company
                                            with such evidence in respect of the mutilation, defacement, loss, theft or destruction as
                                            the Company may reasonably require;



 


		(ii)	the mutilated or defaced Certificate
                                            in respect of which a replacement is being sought is surrendered; and



 


		(iii)	the Warrantholder shall indemnify the
                                            Company on demand through the delivery of an Indemnity;



 


		(g)	not modify the rights attached to any
                                            Warrant Shares or Shares in a way which could reasonably be expected to have a material adverse
                                            effect on the rights of the Warrantholders relative to the rights of the other Shareholders
                                            or the value of the Warrants or of the Warrant Shares;



 


		(h)	notify the Warrantholders prior to allotting,
                                            issuing or granting any right to subscribe for, or to convert securities into, equity share
                                            capital of the Company not less than five (5) Business Days prior to such date;



 


		(i)	notify the Warrantholders prior to passing
                                            an effective resolution for liquidating, winding up or dissolving the Company not less than
                                            five (5) Business Days prior to such date; and



 


		(j)	not purchase, and procure that no member
                                            of the Company Group will purchase, Warrants unless an offer to purchase is made pro rata
                                            to all Warrantholders.



 






    17


     


    

 


		11.	LIQUIDATION






 


If, prior to the exercise of the Subscription
Rights, an effective resolution is passed for winding up or dissolution of the Company, then the Warrantholders: (i) will be treated
as if, immediately before the date of such order or resolution, the Warrantholders had exercised all the Subscription Rights; and (ii) shall
be entitled to receive out of the assets, which would otherwise be available in the liquidation, such sum (if any) as the Warrantholders
would have received had the exercise in full of the Subscription Rights entitled the Warrantholders to subscribe for Warrant Shares,
after deducting from such sum an amount equal to the Subscription Price which would have been payable upon such exercise.


 


		12.	VARIATION
                                            OF RIGHTS



 


		12.1	Subject to Clause 12.2, none of
                                            the rights attached to the Warrants (including the Subscription Rights) nor any other provision
                                            of this Deed may (whether or not the Company is being wound up) be altered or abrogated without
                                            the prior written consent of the Company and the Warrantholders. An agreed alteration may
                                            be effected by an instrument by way of deed executed by the Company and expressed to be supplemental
                                            to this Deed.



 


		12.2	Modifications to this Deed which are
                                            of a purely formal, minor or technical nature which do not prejudice in any way the rights
                                            of the Warrantholders, may be made by deed and signed as a deed by the Company, and a copy
                                            of such deed shall be provided to the Warrantholders within five (5) Business Days of
                                            the date of its execution.



 


		13.	TRANSFER



 


The Warrantholder may not sell, assign,
transfer, pledge or dispose of any portion of the Warrant without the prior written consent of the Company.


 


		14.	TERMINATION



 


		14.1	Subject to Clause 14.2 below,
                                            this Deed shall cease and terminate immediately upon the earlier of:



 


		(a)	the date that is five (5) years from
                                            the Completion Date;



 


		(b)	the date the Subscription Rights lapse
                                            and/or the Warrants are cancelled pursuant to the terms of this Deed or as otherwise agreed
                                            in writing by the Company and the Warrantholders; or



 


		(c)	the date the Warrantholders receive the
                                            sum (if any) it would be entitled to pursuant to Clause 11 or notice that such sum
                                            is nil.



 


		14.2	Any cessation and determination pursuant
                                            to Clause 14.1 shall:



 


		(a)	be without prejudice to the rights, obligations
                                            or liabilities of any party which shall have accrued or arisen prior to such cessation and
                                            determination; and



 


		(b)	not affect the rights and obligations
                                            of the Company or the Warrantholders under Clauses 1, 14, 15, 16,
                                            19, 21, and 22.



 


		15.	CONFIDENTIALITY



 


		15.1	The Warrantholders shall not use any
                                            confidential information relating to the Company for any purpose other than to perform its
                                            obligations, or to exercise their rights, under this Deed.



 






    18


     


    

 


		15.2	The Warrantholders shall keep confidential
                                            any information received by them in their capacity as Warrantholders which is of a confidential
                                            nature, including the existence of or contents of this Deed, or any confidential information
                                            relating to the business, affairs, customers, clients or suppliers of the Company or the
                                            Group except:






 


		(a)	to the extent the information is in the
                                            public domain through no fault of the Warrantholders;



 


		(b)	as shall be required by law or by any
                                            regulatory authority to which the Warrantholders are subject or by the rules of any
                                            stock exchange upon which the Warrantholders’ securities are listed or traded;



 


		(c)	to the beneficiaries of any trust or nominee
                                            arrangement on whose behalf the Warrants may be held; and



 


		(d)	as shall be required by:



 


		(i)	any lender to the Company;



 


		(ii)	the Company’s auditors and/or any
                                            other professional advisers of the Company; and



 


		(iii)	the Warrantholders’ professional
                                            advisers and to the professional advisers of any person to whom the Warrantholders are entitled
                                            to disclose information pursuant to this Deed,



 


provided that the recipient is subject
to an obligation to keep the information confidential on the same basis as is required by the Warrantholders pursuant to this Deed.


 


		15.3	The Company shall keep confidential any
                                            information received by it in connection with this Deed, or any confidential information
                                            relating to a Warrantholder except:



 


		(a)	as shall be required by law or by any
                                            regulatory authority to which the Company is subject or by the rules of any stock exchange
                                            upon which the Company’s securities are listed or traded; and



 


		(b)	as shall be required by:



 


		(i)	any lender to the Company;



 


		(ii)	the Company’s auditors and/or any
                                            other professional advisers of the Company; and



 


		(iii)	the professional advisers of any person
                                            to whom the Company is entitled to disclose information pursuant to this Deed,



 


provided that the recipient is subject
to an obligation to keep the information confidential on the same basis as is required by the Company pursuant to this Deed.


 


		16.	NOTICES



 


Any notice to be given to or by a party
for the purposes of this Deed shall be given in accordance with the provisions of Schedule 2.


 






    19


     


    

 


		17.	electronic
                                            execution






 


This Deed and any Certificate issued
hereunder may be executed by way of third party internationally recognised electronic signature software programs, such as DocuSign.


 


		18.	INVALIDITY



 


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


 


		19.	REMEDIES
                                            AND WAIVERS



 


Except as otherwise provided under
this Deed, no failure to exercise, nor any delay in exercising, on the part of any party, any right or remedy under this Deed shall operate
as a waiver of any such right or remedy or constitute an election to affirm this Deed. No election to affirm this Deed on the part of
any party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further
or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Deed are cumulative and not
exclusive of any rights or remedies provided by law.


 


		20.	PROCESS
                                            AGENT



 


		20.1	Without prejudice to any other permitted
                                            mode of service, the parties agree that service of any claim form, notice or other document
                                            for the purpose of or in connection with any action or proceeding in England or Wales arising
                                            out of or in any way relating to this Deed shall be duly served upon:



 


		(a)	the Company if it is delivered personally
                                            or sent by recorded or special delivery post (or any substantially similar form of mail)
                                            to Vertical Aerospace Group Ltd., 140-142 Kensington Church Street, London, England W8 4BN,
                                            marked for the attention of Legal Department or such other person and address in England
                                            or Wales as such party shall notify the Warrantholders in writing from time to time; and



 


		(b)	a Warrantholder if it is delivered personally
                                            or sent by recorded or special delivery post (or any substantially similar form of mail)
                                            to the Warrantholder Process Agent (as defined in Schedule 2 attached hereto) of such Warrantholder
                                            entered into the Register or such other person and address in England or Wales as such party
                                            shall notify the Company in writing from time to time,



 


in each case whether or not such claim
form, notice or other document is forwarded to the relevant party or received by such party.


 


		21.	GOVERNING
                                            LAW AND JURISDICTION



 


This Deed and any non-contractual rights
or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and
Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Disputes, and
waive any objection to proceedings before such courts on the grounds of venue or on the grounds that such proceedings have been brought
in an inappropriate forum. For the purposes of this Clause 21, “Dispute” means any dispute, controversy, claim
or difference of whatever nature arising out of, relating to, or having any connection with this Deed, including a dispute regarding
the existence, formation, validity, interpretation, performance or termination of this Deed or the consequences of its nullity and also
including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with
this Deed.


 






    20


     


    




 


		22.	THIRD
                                            PARTY RIGHTS



 


Save for the Warrantholders, a person
who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed
except and to the extent (if any) that this Deed expressly provides for such act to apply to any of its terms.


 






    21


     


    

 


Schedule
1

FORM OF CERTIFICATE AND NOTICE OF EXERCISE





 


Part 1


 


FORM OF
CERTIFICATE


 


VERTICAL AEROSPACE LTD.


 


(the “Company”)


 


WARRANT CERTIFICATE


 


WARRANT [A1][A2][B1][B2][C1][C2]


 


Warrant Certificate Number ____


 


This
is to certify that the person named below is the Warrantholder for the purpose of the warrant instrument issued by the Company on                                         
2021 (the “Warrant Instrument”) and has the right to subscribe in cash at the Subscription Price for [ • ]1
Warrant [A1][A2][B1][B2][C1][C2] Shares on the terms set out in the Warrant Instrument. This Warrant [A1][A2][B1][B2][C1][C2]
is issued with the benefit of, and subject to, the provisions contained in the Warrant Instrument. Unless the context otherwise requires,
terms defined in the Warrant Instrument shall have the same meanings in this certificate.


 


Warrantholder in respect of Warrant [A1][A2][B1][B2][C1][C2]:


 


Name:


 


[Maples Trustee Services (Cayman) Limited, a
Cayman Islands company with registered number 239659]


 


[Chatsworth Aviation Limited, a company incorporated
under the laws of Ireland with registered number 543646]


 


Address:


 


[PO Box 309, Ugland House, Grand Cayman, KY1-1104,
Cayman Islands]


 


[Number One Ballsbridge, Building 1, Shelbourne
Rd, Ballsbridge, Dublin 4]


 


Date of Issue:                                         
2021


 


	EXECUTED and DELIVERED as a DEED by VERTICAL AEROSPACE LTD., acting by two directors:
	 	 	 
	 	 	 
	 	 	 
	[ • ]
 Director
	 	[ ● ]
 Director




 





 






1 Note to draft: Number of Warrant Shares to be included
here.


 






    22


     


    

 


Notes:





 


(1)            The
Subscription Rights are not transferable except in accordance with the Warrant Instrument.


 


(2)            A
copy of the Warrant Instrument may be obtained on request from Vertical Aerospace Ltd. at the Registered Office.


 


(3)     THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”)
OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, REPRESENTS, ACKNOWLEDGES AND AGREES FOR THE BENEFIT
OF THE COMPANY THAT: (I) IT HAS ACQUIRED A “RESTRICTED” SECURITY WHICH HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT; (II) IT WILL OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) OUTSIDE
OF THE UNITED STATES IN AN OFFSHORE TRANSACTION (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) MEETING THE REQUIREMENTS OF RULE 904
OF THE SECURITIES ACT, (C) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (D) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION; AND (III) IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THIS SECURITY OF THE
RESALE RESTRICTIONS SET FORTH IN (II) ABOVE. EACH OFFER, SALE OR OTHER DISPOSITION PURSUANT TO THE FOREGOING CLAUSES (II) (B),
(C) AND (D) IS SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER
INFORMATION ACCEPTABLE TO IT IN FORM AND SUBSTANCE.


 






    23


     


    




 


Part 2





 


FORM OF
EXERCISE NOTICE


 


 


NOTICE OF EXERCISE


 


To:         The
Directors


 


VERTICAL AEROSPACE LTD.


 


140-142 Kensington Church Street, London, England
W8 4BN


 


Capitalised terms used but not defined in this
Notice of Exercise shall have the meaning given to them in the warrant instrument issued by the Company on                                        
2021.


 


We hereby exercise the Subscription Rights in
respect of the Warrant [A1][A2][B1][B2][C1][C2] Shares represented by the Certificate (or an indemnity in the place thereof in a form
as the Directors may decide (in their sole discretion)) appended hereto and attach [insert method of payment agreed by the Company] for
[$] being the aggregate Subscription Price payable in respect of the Subscription Rights we are exercising. We agree that the Warrant
[A1][A2][B1][B2][C1][C2] Shares are accepted subject to the Articles.


 


We direct the Company to allot to us the ordinary
shares to be issued pursuant to this exercise in the following numbers:


 


	No of Ordinary
    Shares	 	Name of Warrantholder	 	Address of Warrantholder
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


[We request that a Certificate for any balance
of our Warrants be sent to [address], marked for the attention of [name].]


 


 


	Signed	 	 
	 	 	 
	Print Name	 	 
	 	 	 
	Address	 	 
	 	 	 
	
	 	 	 




 






    24


    

 



 


Schedule
2

REGISTER AND NOTICES


 


		1.	REGISTER



 


		1.1	The Company shall keep the Register at the Registered Office, or such other location as it may in its
absolute discretion determine, and enter in the Register:



 


		(a)	the names, addresses and email addresses of the Warrantholders;



 


		(b)	the name and address of each Warrantholder’s process agent located in England or Wales (a “Warrantholder
Process Agent”) as notified to the Company in writing prior to receipt of a Certificate, which shall be used for the service
of any claim form, order, judgment or other document relating to or in connection with any proceeding, suit or action arising out of or
in connection with this Deed;



 


		(c)	the number of the Warrants held by the Warrantholders (as applicable);



 


		(d)	the number of Warrant Shares to which the Warrantholders are entitled if the Subscription Rights were
exercised (as applicable) as adjusted in accordance with this Deed from time to time;



 


		(e)	the date on which the names of the Warrantholders are entered in the Register in respect of the Warrants
(as applicable);



 


		(f)	the date on which the Warrantholder exercises the Subscription Rights; and



 


		(g)	any transfer of the Warrants duly made in accordance with this Deed (as applicable).



 


		1.2	Any change in the name or address of the Warrantholders shall be notified as soon as practicable to the
Company, which shall cause the Register to be altered accordingly. The Warrantholders or any person authorised by the Warrantholders shall
be at liberty at all reasonable times during office hours and upon five (5) Business Days’ notice to inspect the Register and
to take copies of it.



 


		1.3	The Company shall be entitled to treat the persons whose names are shown in the Register as the absolute
owners of the Warrants (as applicable) and, accordingly, shall not, except as ordered by a court of competent jurisdiction or as required
by law, be bound to recognise any equitable or other claim to, or interest in, the Warrants (as applicable) on the part of any other person
whether or not it shall have express or other notice thereof.



 


		1.4	Every Warrantholder shall be recognised by the Company as entitled to his/her Warrants free from any equity,
set off or cross claim on the part of the Company against the original or any intermediate holder of such Warrants.



 


		2.	NOTICES



 


		2.1	Any notice to be given under this Deed shall be in writing, in English and shall be delivered by hand,
by courier or by e-mail to:



 


		(a)	if within the United Kingdom, by first class pre-paid post, in which case it shall be deemed to have been
given two (2) Business Days after the date of posting;



 


		(b)	if from or to any place outside the United Kingdom, by air courier, in which case it shall be deemed to
have been given two (2) Business Days after its delivery to a representative of the courier; and



 






    25 


     


    

 


		(c)	by e-mail, in which case it shall be deemed to have been given when despatched subject to confirmation
of delivery by a delivery receipt,



 


provided that in the case of any notice
despatched other than on a Business Day between the hours of 9:30 a.m. to 5:30 p.m. London time shall be deemed to have been
given at 9:30 a.m. on the next Business Day.


 


		2.2	Notices under this Deed shall be sent for the attention of the person and to the address, or e-mail address,
subject to paragraph 2.3 of this Schedule 2, as set out below:



 


		(a)	in the case of the Company:



 


		Name:	[ ● ]



 


	 	For
the attention of:	[ ● ]



 


		Address:	[ ● ]



 


	 	E-mail address:	[ ● ]






 


		(b)	in the case of the Warrantholders (as applicable), to the address of the Warrantholders shown in the Register
or, if no address is shown in the Register, to their last known place of business or residence.



 


		2.3	The Company may notify the Warrantholders, and the Warrantholders may notify the Company, of any change
to their address or other details specified in this paragraph 2 of Schedule 2 provided that such notification shall only be effective
on the date specified in such notice or five (5) Business Days after the notice is given, whichever is later.



 


		2.4	If no address has been notified to the Company by the Warrantholders, any notice, demand or other communication
given or made under or in connection with the matters contemplated by this Deed may be given to such Warrantholder by the Company by exhibiting
it for three (3) Business Days at the Registered Office.



 


		2.5	Any person who becomes entitled to the Warrants (as applicable) (whether by operation of law, transfer
or otherwise) shall be bound by every notice given in respect of the Warrants before its name and address is entered on the Register.



 









    26 


     


    

 


Schedule
3

FORM OF LOCK-UP AGREEMENT


 


[ ● ]


 









    27 


     


    

 


Schedule
4


 


	 	 	(1)
 Issued	 	 	(2)
 Outstanding Options	 
	Shares	 	 	257,062,500	 	 	 	38,795,000	 






 






    1 


     


    

 


This document has been executed as a deed and is delivered and takes
effect on the date stated at the beginning of it.


 


EXECUTED
and DELIVERED as a DEED by VERTICAL AEROSPACE LTD., acting by two


directors:


 





	 	 	 
	[ ● ]	 	[ ● ]
	Director	 	Director



 


(Signature page to the Avolon Warrant Instrument)