Exhibit 10.12


 


Execution
Version


 


SHARE PURCHASE AGREEMENT


 


THIS DEED is made on __ June 2021


 


BETWEEN


 


		(1)	THE PERSONS whose details are set out in Schedule 1 (together the “Sellers”
and each a “Seller”); and



 


		(2)	VERTICAL AEROSPACE LTD., a Cayman Islands limited by shares with its registered office at PO Box
309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“Pubco”).



 


WHEREAS


 


		(A)	Concurrently with the execution of this Deed, (1) Vertical Aerospace Group Ltd., a private limited
company incorporated in England and Wales with registered number 12590994 (the “Company”); (2) Broadstone Acquisition
Corp., a Cayman Islands exempted company (“Broadstone”); (3) Broadstone Sponsor LLP, a United Kingdom limited
liability partnership (the “Sponsor”); (4) Vertical Merger Sub Ltd., a Cayman Islands company limited by shares
(“Merger Sub”); (5) Pubco; (6) Vincent Casey; and (7) the Company Shareholders (as defined in the BCA)
shall enter into a business combination agreement (the “BCA”) pursuant to which, among other things, (a) Broadstone
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 Broadstone shall continue as the surviving company and (ii) each issued and outstanding security of
Broadstone 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 Pubco, and (b) Pubco
will acquire all of the issued and outstanding securities of the Company in exchange for the right of the holders thereof to receive a
substantially equivalent security of Pubco (the “Share Acquisition” and, together with the Merger and the other transactions
contemplated by the BCA, the “Transactions”).



 


		(B)	The Company has issued, and the Sellers have subscribed for, loan notes convertible into A Ordinary Shares
pursuant to a convertible loan note instrument (the “Convertible Loan Note Instrument”) and a related subscription
agreement, each dated 11 March 2021 (the “Notes”).



 


		(C)	In connection with the Transactions, (i) the Notes will convert into A Ordinary Shares pursuant to
the Deeds of Noteholders, in accordance with the terms therein, immediately prior to the Share Acquisition Closing, such that each Seller
is the holder of A Ordinary Shares and (ii) each Seller shall sell, and Pubco shall acquire, all the A Ordinary Shares held by each
Seller subject to the terms and conditions of this Deed with such sale to be consummated concurrently with the Transactions.



 


IT IS AGREED THAT


 


		1.	DEFINITIONS AND INTERPRETATIOn



 


		1.1	In this Deed, unless the context otherwise requires:



 


“A Ordinary Shares”
means A ordinary shares of £0.00001 each in the capital of the Company;


 


“Affiliate” means,
in relation to a body corporate, any subsidiary or holding company of such body corporate, and any subsidiary of any such holding company,
in each case from time to time;


 


“Agreed Form” means,
in relation to any document, the form of that document which has been mutually agreed by the parties;


 






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“BCA” has the meaning
given in Recital A;


 


“Business Day” means
a day (other than a Saturday or Sunday) on which banks in (i) New York City, USA, (ii) London, England, and (iii) George
Town, Cayman Islands are open for ordinary banking business;


 


“Commission” means
the Securities and Exchange Commission;


 


“Company” has the
meaning given in Recital A;


 


“Completion” means
completion of the sale and purchase of the A Ordinary Shares in accordance with Clause 4;


 


“Confidential Information”
has the meaning given in Clause 7.1;


 


“Consideration” has
the meaning given in Clause 3;


 


“Deed” means this
deed;


 


“Deed of Noteholder”
means each deed of noteholder entered into by each Seller on the date hereof;


 


“Effectiveness Date”
has the meaning given in Clause 6.1;


 


“Encumbrance” means
any interest or equity of any person (including any right to acquire, option or right of pre-emption), any mortgage, charge, pledge, lien,
assignment, hypothecation, security interest (including any created by law), title retention or other security agreement or arrangement;


 


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


 


“Exchange Shares”
means the ordinary shares, with $1.00 par value, of Pubco;


 


“Filing Date” has
the meaning given in Clause 6.1;


 


“Lock-Up Agreement”
means the lock-up agreement in substantially the form attached hereto as Schedule 2, to be entered into at Completion;


 


“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 Pubco or securities which are convertible
into equity shares of the Pubco;


 


“Registrable Securities”
has the meaning given in Clause 6.1;


 


“Registration Statement”
has the meaning given in Clause 6.1;


 


“Representatives”
means, in relation to a party, its Affiliates and their respective directors, officers, employees, agents, consultants and advisers;


 


“Sale Shares” has
the meaning given in Clause 3.1;


 


“Securities Act”
means the U.S. Securities Act of 1933, as amended;


 


“Share Acquisition Closing”
has the meaning given in the BCA;


 


“Suspension Event”
has the meaning given in Clause 6.4;


 






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“Sale Transaction”
means the transactions contemplated by this Deed and/or the other Transaction Documents or any part thereof;


 


“Transaction Documents”
means this Deed, the Deeds of Noteholder and any other documents entered into by the parties in connection with the Sale Transaction;


 


“Transfer Agent”
has the meaning given in the BCA; and


 


“Working Hours” means
9:30 am to 5:30 pm on a Business Day based on the time at the location of the address of the recipient of the relevant notice.


 


		1.2	In this Deed, unless the context otherwise requires:



 


		(a)	“holding company” and “subsidiary” mean “holding company” and “subsidiary”
respectively as defined in section 1159 of the Companies Act 2006;



 


		(b)	every reference to a particular law shall be construed also as a reference to all other laws made under
the law referred to and to all such laws as amended, re-enacted, consolidated or replaced or as their application or interpretation is
affected by other laws from time to time and whether before or after Completion provided that, as between the parties, no such amendment
or modification shall apply for the purposes of this Deed to the extent that it would impose any new or extended obligation, liability
or restriction on, or otherwise adversely affect the rights of, any party;



 


		(c)	references to clauses, recitals and schedules are references to Clauses and Recitals of and Schedules
to this Deed, references to paragraphs are references to paragraphs of the Schedule in which the reference appears and references to this
Deed include the Schedules;



 


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



 


		(e)	references to a “party” means a party to this Deed and includes its successors in title, personal
representatives and permitted assigns;



 


		(f)	references to a “person” includes any individual, partnership, body corporate, corporation
sole or aggregate, state or agency of a state, and any unincorporated association or organisation, in each case whether or not having
separate legal personality;



 


		(g)	references to a “company” includes any company, corporation or other body corporate wherever
and however incorporated or established;



 


		(h)	references to “£” are references to the lawful currency from time to time of the United
Kingdom;



 


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



 


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



 


		(k)	references to any English legal term for any action, remedy, method of judicial proceeding, legal document,
legal status, court official or any other legal concept or thing shall in respect of any jurisdiction other than England be deemed to
include what most nearly approximates in that jurisdiction to the English legal term;



 






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		(l)	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



 


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



 


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



 


		1.4	The schedule to this Deed shall form part of this Deed.



 


		1.5	References to this Deed include this Deed as amended or varied in accordance with its terms.



 


		2.	SALE OF A ORDINARY SHARES



 


On the terms set out in this Deed, each
Seller shall sell and transfer to Pubco, and Pubco shall purchase from each Seller with effect from Completion the number of A Ordinary
Shares as set out next to the name of each Seller in column (C) of Schedule 1, with all of the legal and beneficial title to such
A Ordinary Shares with full title guarantee, free from all Encumbrances, together with all rights attaching to such A Ordinary Shares
as at Completion (including all dividends and distributions declared, paid or made in respect of the A Ordinary Shares after Completion).


 


		3.	CONSIDERATION



 


		3.1	Subject to and upon the terms and conditions of this Deed, in full payment for the A Ordinary Shares,
Pubco shall, without duplication, issue and deliver to the Sellers free from all Encumbrances the number of Exchange Shares as set out
next to the name of each Seller in column (D) of Schedule 1 at Completion (the “Sale Shares”).



 


		3.2	Prior to Completion, the Sellers shall provide written instructions to Pubco and its Transfer Agent to
issue and deliver the Sale Shares in accordance with Schedule 1.



 


		3.3	Pubco shall (a) cause the offer and sale of the Sale Shares to be registered under the Securities
Act with the U.S. Securities and Exchange Commission (the “SEC”) and (b) cause the Sale Shares to be listed on
the New York Stock Exchange (“NYSE”), in each case in accordance with the terms of this Deed.



 


		4.	COMPLETION



 


		4.1	During the period beginning on the date of this Deed and ending on the earliest of (i) Completion,
(ii) termination of this Deed and (iii) the date on which the BCA is terminated in accordance with its terms, each Seller agrees
not to sell, transfer, assign, novate or otherwise dispose of the Notes or the loans made pursuant to the Convertible Loan Note Instrument
or create an Encumbrance over them without the prior written consent of Pubco.



 


		4.2	Completion shall take place concurrently with the Share Acquisition Closing. Pubco shall notify the Sellers
as soon as commercially practicable, but in no event later than two (2) Business Days prior to the Share Acquisition Closing of the
time and date of the Share Acquisition Closing.



 






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		4.3	At Completion:



 


		(a)	each Seller shall deliver to Pubco or procure the delivery to Pubco of:



 


		(i)	all documents, duly executed and/or endorsed where required, required to enable title to all of the A
Ordinary Shares held by that Seller to pass into the name of Pubco (or its nominees); and



 


		(ii)	a copy of any power of attorney in Agreed Form under which any document to be executed by that Seller
under this Deed has been executed; and



 


		(b)	Pubco shall cause the Sale Shares to be issued and delivered to the Sellers in accordance with Clauses
3.1 and 3.2; and



 


		(c)	Pubco and each Seller shall enter into the Lock-Up Agreement.



 


		4.4	Without prejudice to any other rights and remedies Pubco may have, Pubco shall not be obliged to complete
the sale and purchase of any of the A Ordinary Shares pursuant to this Deed unless the sale and purchase of all of the A Ordinary Shares
hereunder is completed simultaneously.



 


		5.	WARRANTIES



 


		5.1	Each Seller, solely on behalf of itself, hereby warrants severally (not jointly and not jointly and severally)
to Pubco as at the date of this Deed:



 


		(a)	it is the sole legal and beneficial owner of Notes and the loans made pursuant to the Convertible Loan
Note Instrument (as applicable) in the amount set out next to the name of that Seller in column (B) of Schedule 1; and



 


		(b)	it has completed its independent inquiry and has relied fully upon the advice of legal counsel, tax, accountant,
financial and other Representatives in determining the legal, tax, financial and other consequences of this Deed and the transactions
contemplated hereby and the suitability of this Deed and the transactions contemplated hereby for itself and its particular circumstances,
and, except as set forth herein, it has not relied upon any representations or advice by Pubco, the Company or their relevant Representatives.



 


		5.2	Each Seller, solely on behalf of itself, hereby warrants severally (not jointly and not jointly and severally)
to Pubco as at Completion:



 


		(a)	the A Ordinary Shares set out opposite its name in column (C) of Schedule 1 are fully paid and free
from all Encumbrances;



 


		(b)	the A Ordinary Shares sold by it pursuant to this Deed are the only shares held by it in the Company,
it is not a party to any agreement or arrangement pursuant to which it may receive additional shares in the Company (including but not
limited to as a result of a subscription for, purchase, allotment or issue of shares, or conversion of any instrument or right into shares),
nor is it contemplated that it will in the future become a party to any such agreement or arrangement;



 


		(c)	it is the sole legal and beneficial owner of the A Ordinary Shares set out opposite its name in column
(C) of Schedule 1 and it is entitled to transfer the full ownership of such A Ordinary Shares on the terms set out in this Deed;



 


		(d)	no commitment has been given by such Seller to create an Encumbrance affecting the A Ordinary Shares (or
any unissued shares or debentures or other unissued securities of the Company) and, to the knowledge of such Seller, no person has claimed
any rights in connection with any of those things;



 


		(e)	any and all amounts to be paid to or by the Sellers in connection with the Notes and the loans made pursuant
to the Convertible Loan Note Instrument (including pursuant to applicable tax laws) have been paid and/or provided for, such that no claims
associated with such Notes and loans can be asserted by or against the Sellers;



 






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		(f)	there are no voting trusts, proxies, shareholder agreements or any other written agreements or understandings,
to which it is a party or by which it is bound, with respect to the voting or transfer of any of the A Ordinary Shares other than this
Deed and the Deed of Noteholder; and



 


		(g)	it does not have any contract, agreement or arrangement with any person to sell, transfer or grant participations
to such person, or to any third party, with respect to the Sale Shares.



 


		5.3	Each party, solely on behalf of itself, hereby warrants severally (not jointly and not jointly and severally)
to each other party as at the date of this Deed and as of Completion that:



 


		(a)	it is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its formation and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now
being conducted;



 


		(b)	it has taken all necessary action and has all requisite power and authority to enter into and perform
this Deed in accordance with its terms;



 


		(c)	this Deed has been delivered, duly and validly executed;



 


		(d)	this Deed constitutes (or shall constitute when executed) valid, legal and binding obligations on it in
accordance with its terms;



 


		(e)	the performance of and compliance with the terms and provisions of this Deed will not conflict with or
result in a breach of, or constitute a default under, any agreement or instrument by which it is bound, or any law, order or judgment
that applies to or binds it or any of its property;



 


		(f)	no consent, action, approval or authorisation of, and no registration, declaration, notification or filing
with or to, any competent governmental, administrative or supervisory authority is required to be obtained, or made, by it to authorise
the execution or performance of this Deed by it; and



 


		(g)	there is no pending or, to its knowledge, threatened litigation or claim, nor any outstanding governmental
order, against or involving it, whether at law or equity, before or by any governmental authority, which would reasonably be expected
to materially and adversely affect its ability to consummate the Transaction.



 


		5.4	Pubco hereby warrants to each Seller as at Completion that:



 


		(a)	the Sale Shares issued to each Seller are duly authorized, validly issued, fully paid and nonassessable
and free of all Encumbrances; and



 


		(b)	immediately following Completion, and assuming no redemptions in connection with the Merger: (1) the
entire issued equity share capital of Pubco; and (2) all of those shares in the capital of Pubco which Pubco is obliged to issue
upon the exercise in full of all Outstanding Options shall be as follows:



 


	 	 	(1)
 Issued	 	 	(2)
 Outstanding Options	 
	Shares	 	 	257,062,500	 	 	 	298,482,500	 



 






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		5.5	Each of the warranties in Clauses 5.1, 5.3, 5.3 and 5.4 is separate and independent and, unless otherwise
specifically provided, shall not be restricted or limited by reference to any other warranty or term of this Deed.



 


		6.	Registration Statement.



 


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


 


		6.1	Pubco agrees that, within thirty (30) calendar days after the consummation of the Transactions (the “Filing
Date”), Pubco will file with the Commission (at Pubco’s sole cost and expense) a registration statement (the “Registration
Statement”) registering the resale of the Sale Shares (the “Registrable Securities”), and Pubco shall use
its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof,
but not later than the earlier of (i) sixty (60) calendar days following the consummation of the Transactions, (ii) ninety (90)
calendar days following the consummation of the Transactions if the Commission notifies Pubco that it will “review” the Registration
Statement or (iii) ten (10) Business Days after the date Pubco is notified (orally or in writing, whichever is earlier) by the
Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such date, the
 “Effectiveness Date”); provided, however, that Pubco’s obligations to include the Registrable Securities
in the Registration Statement are contingent upon a Seller (as applicable) furnishing a completed and executed selling shareholder’s
questionnaire in customary form to Pubco that contains the information required by the Commission rules for a Registration Statement
regarding such Seller, the securities of Pubco held by such Seller and the intended method of disposition of the Registrable Securities
to effect the registration of the Registrable Securities, and such Seller shall execute such documents in connection with such registration
as Pubco may reasonably request that are customary of a selling shareholder in similar situations, including providing that Pubco shall
be entitled to postpone and suspend the effectiveness or use of the Registration Statement as permitted hereunder; provided that
such Seller shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject
to any contractual restriction on the ability to transfer the Registrable Securities (excluding any such restrictions under the Lock-Up
Agreement). Any failure by Pubco to file the Registration Statement by the Filing Date or to effect such Registration Statement by the
Effectiveness Date shall not otherwise relieve Pubco 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 a Seller be identified as a statutory
underwriter in the Registration Statement; provided, that if a Seller is required to be so identified as a statutory underwriter in the
Registration Statement, such Seller will have an opportunity to withdraw its Sale Shares from the Registration Statement.



 


		6.2	In the case of registration effected by Pubco pursuant to this Deed, Pubco shall, upon reasonable request,
inform the Seller as to the status of such registration. At its expense Pubco shall:



 


		(a)	except for such times as Pubco 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 Pubco determines to obtain, continuously effective with respect to such Seller, 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) such Seller ceases to hold any Registrable Securities, (ii) the date all Registrable Securities held by
such Seller 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 Pubco to be in compliance with the current public
information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), and (iii) two (2) years from the
Effectiveness Date;



 






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



 


		(i)	when the 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 Pubco of any notification with respect to the suspension of the qualification of the
Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
and



 


		(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, Pubco shall not, when so advising such Seller of such events, provide such Seller with any material, nonpublic information
regarding Pubco other than to the extent that providing notice to such Seller of the occurrence of the events listed in (i) through
(iv) of this Clause 6.2(b) constitutes material, nonpublic information regarding Pubco;


 


		(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 6.2(b), except for such times as Pubco is permitted
hereunder to suspend, and has suspended, the use of a prospectus forming part of the Registration Statement, Pubco shall use its commercially
reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement
to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities
included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading;



 


		(e)	use its commercially reasonable efforts to cause all Sale Shares to be listed on each securities exchange
or market, if any, on which the Exchange Shares are then listed;



 


		(f)	use its commercially reasonable efforts to allow a Seller (as applicable) to review disclosure regarding
such Seller in the Registration Statement and consider in good faith proposed revisions from such Seller; 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 Sale Shares contemplated herein and (y) take such further action as such Seller may reasonably request, all
to the extent required from time to time to enable such Seller to sell such Seller’s Sale Shares held by such Seller 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 Pubco).



 


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



 


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



 






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		6.5	Indemnification.



 


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



 


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



 


		(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.



 






    10


     


    





 


		(d)	The indemnification provided for under this Clause 6.5 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 Sale Shares purchased pursuant to this Deed.



 


		(e)	If the indemnification provided under this Clause 6.5 from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party
as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the
indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates
to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s
relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party
as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in this
Clause 6.5, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution pursuant to this Clause 6.5(e) from any person who was not guilty of such fraudulent misrepresentation. In no event
shall the liability of a Seller (together with any indemnification obligation under this Clause 6.5) be greater in amount than the dollar
amount of the net proceeds received by such Seller upon the sale of the Sale Shares giving rise to such contribution obligation.



 


		7.	CONFIDENTIALITY AND ANNOUNCEMENTS



 


		7.1	Subject to Clause 7.4, Pubco and each Seller:



 


		(a)	shall treat as strictly confidential the provisions of this Deed and the other Transaction Documents and
the process of their negotiation (the “Confidential Information”); and



 


		(b)	shall not, except with the prior written consent of the other parties, make use of (save for the purposes
of performing its obligations under this Deed and the BCA) or disclose to any person (other than its Representatives in accordance with
Clause 7.2) any Confidential Information.



 


		7.2	Pubco and each Seller undertakes that it shall only disclose Confidential Information to its Representatives
where it is reasonably required for the purposes of performing its obligations under this Deed or the other Transaction Documents and
only where such recipients are informed of the confidential nature of the Confidential Information and the provisions of this Clause 6
and instructed to comply with this Clause 6 as if they were a party to it.



 









    11


     


    

 


		7.3	Subject to Clause 7.4, neither Pubco nor any Seller shall make any announcement (including any communication
to the public, to any customers or suppliers of the Company) concerning the subject matter of this Deed without the prior written consent
of the other parties.



 


		7.4	Clauses 7.1 and 7.3 shall not apply if and to the extent that such party using or disclosing Confidential
Information or making such announcement can demonstrate that:



 


		(a)	such disclosure or announcement is required by applicable law or by any stock exchange or any supervisory,
regulatory, governmental or anti-trust body (including, for the avoidance of doubt, any tax authority) having applicable jurisdiction;
or



 


		(b)	the Confidential Information concerned has come into the public domain other than through its fault (or
that of its Representatives) or the fault of any person to whom such Confidential Information has been disclosed in accordance with this
Clause 7.4.



 


		7.5	The provisions of this Clause 6 shall survive termination of this Deed, and shall continue for a period
of three (3) years from the date of this Deed is terminated in accordance with its terms.



 


		8.	FURTHER ASSURANCE



 


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


 


		9.	POWER OF ATTORNEY



 


		9.1	From Completion and for so long after Completion as each Seller remains the registered holder of any A
Ordinary Shares, it shall appoint Pubco to be its lawful attorney (the “Attorney”) to exercise all rights in relation
to all such A Ordinary Shares as Pubco in its absolute discretion sees fit.



 


		9.2	The power of attorney given in Clause 9.1 shall be irrevocable, save with the consent of Pubco, and is
given by way of security to secure the proprietary interest of Pubco as purchaser of the relevant A Ordinary Shares, but shall expire
on the date on which Pubco is entered in the register of members of the Company as holder of the relevant A Ordinary Shares.



 


		9.3	For so long as the power of attorney given in Clause 9.1 remains in force, each Seller undertakes:



 


		(a)	not to exercise any rights which attach to the relevant A Ordinary Shares or are exercisable in its capacity
as registered holder of the relevant A Ordinary Shares without Pubco’s prior written consent;



 


		(b)	to hold on trust for Pubco all dividends and other distributions of profits or assets received by such
Seller in respect of the relevant A Ordinary Shares and to promptly notify Pubco as attorney of anything received by such Seller in its
capacity as registered holder of the relevant A Ordinary Shares;



 


		(c)	to act promptly in accordance with Pubco’s instructions in relation to any rights exercisable or
anything received by it in its capacity as registered holder of the relevant A Ordinary Shares; and



 






    12


     


    

 


		(d)	to ratify whatever Pubco may do as attorney in its name or on its behalf in exercising the powers contained
in this Clause 9.



 


		9.4	Nothing in Clause 9.3 shall require any Seller to take any action (or require it to omit to take any action)
where such action or omission would breach any applicable laws.



 


		9.5	Notwithstanding the foregoing, the power and authority granted pursuant to Clause 9.1 shall in no way
authorize the Attorney to:



 


		(a)	increase the obligations or alter or remove any existing rights of any Seller under the Convertible Loan
Note Instrument or in connection with any securities issuable pursuant thereto (excluding the right to convert the Notes, which each Seller
expressly authorizes); and



 


		(b)	subject any Seller to any non-compete, non-investment or non-solicitation or similar clause or any unlimited
liability (excluding fraud by the Seller).



 


		10.	ENTIRE AGREEMENT AND REMEDIES



 


		10.1	This Deed and the other Transaction Documents together set out the entire agreement between the parties
relating to the sale and purchase of the A Ordinary Shares and, save to the extent expressly set out in this Deed or any other Transaction
Document, supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements
of any nature whatsoever, whether or not in writing, relating thereto. This Clause shall not exclude any liability for or remedy in respect
of fraudulent misrepresentation.



 


		10.2	The rights, powers, privileges and remedies provided in this Deed are cumulative and not exclusive of
any rights, powers, privileges or remedies provided by law.



 


		10.3	This Deed shall automatically terminate and the Sale Transaction shall be abandoned immediately upon the
termination of the BCA in accordance with the terms thereof. In the event of such termination, save where expressly stated to the contrary
in this Deed, the rights and obligations of the parties hereunder shall be of no further force and effect, provided that nothing in this
Clause 10.3 shall act so as to restrict the rights and liabilities of the parties in relation to a breach of this Deed prior to such termination.
Furthermore, in the event of such termination, no Released Person (as such term is defined below) shall have any liability or any obligation
of any nature to any Releasing Person (as such term is defined below) under this Deed. If the Completion does not take place concurrently
with the Share Acquisition Closing, each Seller shall have the right to terminate all of its obligations under this Deed at any time by
providing notice of such termination to Pubco.



 


		11.	RELEASE



 


		11.1	Effective as of termination of the BCA, to the fullest extent permitted by applicable law, each Seller,
on behalf of itself and its Affiliates (the “Releasing Persons”), hereby releases and discharges Pubco, the Company,
Broadstone, the Sponsor and Merger Sub, and each of their directors, officers, employees and Affiliates (the “Released Persons”),
from and against any and all actions, both at law and in equity (excluding fraud), for any “loss of opportunity or chance”
or similar cause of action in connection with this Deed and the BCA.



 


		12.	WAIVER AND VARIATION



 


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



 






    13


     


    

 


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



 


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



 


		13.	INVALIDITY



 


Where any provision of this Deed is
or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction then such provision shall be deemed to
be severed from this Deed and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention
of the parties under this Deed 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.


 


		14.	ASSIGNMENT



 


No person shall assign, transfer, charge
or otherwise deal with all or any of its rights under this Deed nor grant, declare, create or dispose of any right or interest in it,
except to its Affiliates (an “Affiliate Transfer”). Prior to an Affiliate Transfer, the transferor shall give written
notice to the other parties to this Deed.


 


		15.	NOTICES



 


		15.1	Any notice or other communication given under this Deed or in connection with the matters contemplated
herein shall, except where otherwise specifically provided, be in writing in the English language, addressed as provided in Clause 15.2
and served:



 


		(a)	by hand to the relevant address, in which case it shall be deemed to have been given upon delivery to
that address provided that any notice delivered outside Working Hours shall be deemed given at the start of the next period of Working
Hours;



 


		(b)	by courier (or if from or to any place outside the United Kingdom, by reputable, nationally recognised
overnight courier service) to the relevant address, in which case it shall be deemed to have been given two Business Days after its delivery
to a representative of the courier; or



 


		(c)	by e-mail to the relevant email address, in which case it shall, subject to no automated notification
of delivery failure being received by the sender, be deemed to have been given when despatched provided that any email despatched outside
Working Hours shall be deemed given at the start of the next period of Working Hours,



 


provided, however, that notice given
pursuant to Clauses 15.1(a) and 15.1(b) shall not be effective unless a duplicate copy of such notice is also given by hand
or by e-mail.


 






    14


     


    

 


		15.2	Notices under this Deed shall be sent for the attention of the person and to the address or e-mail address,
subject to Clause 15.3, as set out below:



 


For the Sellers:


 


to the address set out on the signature
page of the respective Seller;


 


For Pubco:


 


	Name:	Pubco
	For the attention of:	Vertical Aerospace Ltd.
	Address:	140-142 Kensington Church StreetLondon, England W8 4BN
	E-mail:	##################################




 


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


 


	Name:	Latham & Watkins (London) LLP
	For the attention of:	J. David Stewart and Robbie McLaren
	Address:	99 Bishopsgate
	 	London, EC2M 3XF
	 	United Kingdom
	E-mail:	 ###################### and #####################




 


		15.3	Any party to this Deed may notify each other party of any change to its address or other details specified
in Clause 15.2 provided that such notification shall only be effective on the date specified in such notice or five Business Days after
the notice is given, whichever is later.



 


		16.	COSTS



 


Except as otherwise provided in this
Deed, each party shall bear its own costs arising out of or in connection with the preparation, negotiation and implementation of this
Deed and all other Transaction Documents.


 


		17.	RIGHTS OF THIRD PARTIES



 


Save where expressly provided in respect
of a Released Person, a person who is not a party to this Deed shall have no right under the Contracts (Rights of Third Parties) Act 1999
to enforce any of its terms.


 


		18.	COUNTERPARTS



 


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


 


		19.	GOVERNING LAW AND JURISDICTION



 


		19.1	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.



 


		19.2	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.



 


		19.3	For the purposes of this Clause, “Dispute” means any dispute, controversy, claim or
difference of whatever nature arising out of, relating to, or having any connection with this Deed, including a dispute regarding the
existence, formation, validity, interpretation, performance, breach or termination of this Deed 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.



 






    15


     


    

 


Schedule
1


 


THE
SELLERS


 


	(A)
 Seller	 	(B)

Loan Amount	 	 	(C)

A Ordinary Shares	 	 	(D)

Exchange Shares	 
	Microsoft Corporation	 	£	15,000,000	 	 	 	7,736	 	 	 	9,420,621	 
	Rocket Internet SE	 	£	10,000,000	 	 	 	5,157	 	 	 	6,280,414	 




 






    


     


    

 


Schedule
2


 


LOCK-UP
AGREEMENT


 






    


     


    

 


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


 


PUBCO:


 


	EXECUTED and delivered	)	 
	 	 	 
	as a DEED by	)	 
	 	 	 
	VERTICAL AEROSPACE LTD.	)	 
	 	 	 
	acting by a person authorized to act on 	)	/s/ Vinny Casey
	behalf of the company under the laws of the Cayman
    Islands	)	Name: Vinny Casey
	 	 	 
	in the presence of:		 
	 	 	 
	/s/ Jemma Casey		Signature of Witness
	 	 	 
	Jemma Casey 		Name of Witness
	 	 	 
	N/A		Occupation of Witness
	 	 	 
	## ####### #######		Address of Witness
	 	 	 
	######	 	 
	 	 	 
	#######	 	 
	 	 	 
	 	 	 



 


 


[Signature
page to Share Purchase Deed]


 






    


     


    

 


THE SELLERS:


 





	
    EXECUTED and delivered

     
	)	 
	 	 	 
	
    as a DEED by

     
	)	 
	 	 	 
	
    MICROSOFT CORPORATION

     
	)	 
	 	 	 
	acting by a person authorized to act on behalf of the 	)	/s/ Keith R. Dolliver
	
    company under the laws of the state of Washington

     
	)	Name: Keith R. Dolliver



 


 


Notice details for Microsoft Corporation


 


	Name:	Microsoft Corporation
	For the attention of:	Garrett Krueger
	Address:	One Microsoft Way, Redmond, WA 98052-6399, USA
	E-mail:	######################
	 	with a copy (which shall not constitute notice to)
	 	Matthew Goldstein #######################
	 	and
	 	Michael Young ######################



 


[Signature
page to Share Purchase Deed]


 






    


     


    

 





	EXECUTED and delivered	)	 
	 	 	 
	as a DEED by	)	 /s/ 
	 	 	 
	ROCKET INTERNET SE	)	 
	 	 	 
	acting by a person authorized to act on 	)	ppA Arnd Lodowicks 
	behalf of the company under the laws of Germany	)	Name:
	 	 	 
	in the presence of:		 
	 	 	 
	/s/ Gregor Janknecht 		Signature of Witness
	 	 	 
	Gregor Janknecht 		Name of Witness
	 	 	 
	Managing Director 		Occupation of Witness
	 	 	 
	############## #, 		Address of Witness
	 	 	 
	##### ######, 	 	 
	 	 	 
	####### 	 	 
	 	 	 
	 	 	 

 


 


Notice details for Rocket Internet SE


 


	Name:	Rocket Internet SE
	For the attention of:	Inka Brunn
	Address:	Charlottenstr. 4, 10969 Berlin, Germany
	E-mail:	#########################
	 	#################
	 	#################################




 


[Signature
page to Share Purchase Deed]