Exhibit 10.9


 


THIS WARRANT AND THE SECURITIES ISSUABLE UPON
THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES
LAWS OF ANY STATE, AND ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH HEREUNDER.


 


Issued: January 29, 2021


 


WARRANT TO PURCHASE SHARES


of 


ARCHER AVIATION INC.


 


THIS CERTIFIES THAT, for
value received, United Airlines, Inc. (“United”), or its registered assigns (the “Holder”),
is entitled, subject to the terms and conditions set forth herein, to purchase from ARCHER AVIATION INC., a Delaware corporation
(the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth herein.
The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange
therefor as provided herein.


 


1.             Purchase
of Shares. Subject to the terms and conditions herein, the Holder is entitled, upon surrender of this Warrant to the Company, to
purchase from the Company up to 14,645,614 shares of the Company’s common stock (“Common Stock”) (as adjusted
pursuant to Section 7 hereof or as reduced pursuant to the last proviso in Exhibit B, the “Shares”).


 


2.             Exercise
Price and Exercise Period.




 


2.1           Exercise
Price. The exercise price for the Shares shall be $0.01 per Share (the “Exercise Price”), subject to adjustment
under Section 7 hereof.


 


2.2           Exercisability;
Vesting of Shares. This Warrant shall vest and become exercisable upon completion of the milestones and/or events set forth on Exhibit B.


 


2.3           Expiration
Date. This Warrant shall be exercisable, in whole or in part, but solely with respect to the Shares which have vested in accordance
with Section 2.2, at any time and from time to time on or before the earliest of immediately prior to the closing of (subject to
Section 4 hereof) (i) a Liquidation Event or (ii) 5:00 p.m. Pacific time on the 12th anniversary
of the date hereof (the “Expiration Date”).


 


2.4           Definitions.
As used herein:




 


“Airline”
means an air carrier or any Affiliate thereof (other than United and its successors and its and their Affiliates).


 


“Affiliate”
of a Person means any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is
under common Control with, such Person.


 


“Collaboration Agreement”
means that certain Collaboration Agreement by and between the Company and United, dated as of January 29, 2021.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise, for so long as the control exists. “Controlled”
has a meaning analogous thereto.


 









     


     


    

 


“Liquidation Event”
means (i) a merger or consolidation of the Company or a subsidiary of the Company in which the Company issues or exchanges shares
of its capital stock pursuant to such merger or consolidation (excluding a transaction effected solely for purposes of changing the Company’s
jurisdiction of incorporation), other than a merger or consolidation in which the holders of the voting securities of the Company outstanding
immediately prior to such transaction retain, following such transaction, at least a majority of the total voting power represented by
the outstanding voting securities of the Company or such other surviving entity (or if the Company or such surviving entity is a subsidiary
immediately following such transaction, its parent), (ii) an acquisition of the outstanding voting securities of the Company, in
a single transaction or series of related transactions, other than an acquisition in which the holders of the voting securities of the
Company outstanding immediately prior to such transaction retain, following such transaction, at least a majority of the total voting
power represented by the outstanding voting securities of the Company, (iii) the sale, lease, transfer, license or other disposition
of all or substantially all of the assets, business, technology or intellectual property of the Company, in a single transaction or series
of related transactions, or (iv) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. Notwithstanding
the foregoing, a merger or reverse merger involving the Company and a special purpose acquisition company or similar entity (a “SPAC
Transaction”) shall not be a Liquidation Event.


 


“Purchase Agreement”
means that certain Aircraft Purchase Agreement by and between the Company and United, dated as of January 29, 2021.


 


3.             Method
of Exercise.


 


(a)           Cash
Exercise. The purchase rights represented by this Warrant may be exercised by the Holder, in whole or in part, but only with respect
to Shares that are vested and exercisable, by the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A
duly executed) at the principal office of the Company, and by the payment to the Company, by certified, cashier’s or other
check acceptable to the Company or by wire transfer to an account designated by the Company, of an amount equal to the aggregate Exercise
Price of the Shares being purchased.


 


(b)           Net
Issue Exercise. In lieu of exercising this Warrant, the Holder may elect to receive Shares equal to the value of this Warrant, but
only with respect to Shares that are vested and exercisable, (or the portion thereof being canceled) by surrender of this Warrant at
the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder a number
of Shares computed using the following formula with respect to Shares that are vested and exercisable:


 



 



 


Where: X = the number of the Shares to be issued to the
Holder.


 


Y = the number of the Shares vested and exercisable under
this Warrant.


 


A = the fair market value of one Share on the date of determination.


 


B = the per share Exercise Price (as adjusted to the date
of such calculation).


 


(c)           Automatic
Cashless Exercise. To the extent that there has not been an exercise by the Holder pursuant to Section 3(a) or 3(b) hereof,
any portion of the Warrant that remains vested and exercisable but unexercised shall be exercised automatically to the extent vested
and exercisable, upon the Expiration Date (including a Liquidation Event) pursuant to the mechanics described in Section 3(b).


 









     


     


    

 


(d)           Fair
Market Value. For purposes of this Section 3(b), the per share fair market value of the Shares shall mean: (i) if the Common
Stock is publicly traded, the average of the closing prices of the Common Stock on the principal exchange on which the Common Stock is
listed or if the Common Stock is not so listed, as quoted on the Over-the-Counter Bulletin Board, in each case for the fifteen trading
days ending five trading days prior to the date of determination of fair market value, the initial price to public if exercised in connection
with the Company’s firmly committed underwritten initial public offering (an “IPO”) or the reference price if
exercised in connection with the Company’s direct listing upon the effectiveness of a registration statement filed under the Securities
Act that registers shares of existing capital stock of the Company for resale not pursuant to an underwritten offering (a “Direct
Listing”); (ii) if the Common Stock is not so publicly traded, the per share fair market value of the Shares shall be
such fair market value as is determined in good faith by the Board of Directors of the Company after taking into consideration factors
it deems appropriate, including, without limitation, recent valuations undertaken by the Company, recent bona fide offers to acquire
the Company or make a substantial equity investment and/or sale and offer prices of the capital stock of the Company in private transactions
negotiated at arm’s length; and (iii) in the event the Warrant is exercised in connection with a Liquidation Event, the per-share
fair market value shall be equal to the consideration received by holders of Common Stock in such Liquidation Event.


 


4.             Notice
of a Liquidation Event. In the event that, prior to the expiration of this Warrant, the Company anticipates a Liquidation Event,
the Company shall notify the Holder in writing at least ten business days prior to the closing of such Liquidation Event (and such notice
shall include the purchase price and amounts distributable to holders of Shares).


 


5.             Certificates
for Shares. As soon as practicable upon the exercise of this Warrant, the Company shall issue the Holder a certificate or book-entry
entitlement for the number of Shares so purchased and, if such exercise is in part, a new warrant (dated the date hereof) of like tenor
representing the remaining number of Shares purchasable under this Warrant.


 


6.             Issuance
of Shares. The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.


 


7.             Adjustment
of Exercise Price and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise
Price shall be subject to adjustment from time to time as follows (but not so as to result in any double adjustment and only as to preserve
relative present value):


 


7.1           Merger,
Consolidation or Sale of Assets. If at any time there shall be a merger or a consolidation of the Company with or into another entity
when the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company in one or a series of
related transactions, then, as part of such merger, consolidation or sale of assets, lawful provision shall be made so that the Holder
shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the aggregate
Exercise Price then in effect, the number of shares of stock or other securities or property (including cash) of the successor entity
resulting from such merger, consolidation or sale, to which the Holder as the holder of the Common Stock deliverable upon exercise of
this Warrant would have been entitled in such merger, consolidation or sale if this Warrant had been exercised immediately before such
merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the Holder after the merger, consolidation or sale. This provision shall apply to successive
mergers or consolidations. For the avoidance of doubt, in connection with a SPAC Transaction, the rights and interests of the Holder
under this Warrant will be replicated in an equivalent warrant for securities issued in the SPAC Transaction.


 






     


     


    

 


7.2           Reclassification,
Recapitalization, etc. If the Company at any time shall, by subdivision, combination or reclassification of securities, recapitalization,
automatic conversion, or other similar event affecting the number or character of outstanding shares of Common Stock, or otherwise, change
any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other
class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been
issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately
prior to such subdivision, combination, reclassification or other change (and the term “Common Stock” as used in this Section 7
shall thereafter refer to such other type or class of securities, as applicable).


 


7.3           Split,
Subdivision or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall split,
subdivide or combine the securities as to which purchase rights under this Warrant exist, the Exercise Price shall be proportionately
decreased in the case of a split or subdivision or proportionately increased in the case of a combination.


 


7.4           Common
Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired pays a dividend with respect to Common
Stock payable in shares of Common Stock, or make any other distribution with respect to Common Stock payable in shares of Common Stock,
then the Exercise Price shall be adjusted, from and after the date of determination of the shareholders entitled to receive such dividend
or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination
by a fraction (i) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such
dividend or distribution, and (ii) the denominator of which shall be the total number of shares of Common Stock outstanding immediately
after such dividend or distribution.


 


7.5           Other
Dividends. In case the Company at any time pays a dividend or makes a distribution on its Common Stock (other than a dividend or
distribution in shares of Common Stock), the Holder shall have the right thereafter to receive upon the exercise of this Warrant, in
addition to the shares of Common Stock deliverable upon such exercise, the cash or kind and amount of other securities and property which
the Holder would have been entitled to receive if the Holder had exercised this Warrant immediately prior to the record date for the
determination of stockholders entitled to receive such dividend or distribution. The amount of any such other securities and property
which the Holder shall thereafter be entitled to receive upon the exercise of this Warrant shall be subject to adjustment from time to
time, in a manner and on terms as nearly equivalent as practicable to those contained herein with respect to the Common Stock of the
Company. The provisions of this Section 7.5 shall similarly apply to successive dividends or distributions of the character specified
above.


 


7.6           Adjustment
of Number of Shares. Whenever an adjustment is made in the Exercise Price pursuant to Sections 7.1 through 7.5, the total number
of shares of Common Stock acquired upon exercise of this Warrant shall also be adjusted, to the nearest whole Share, to the product
obtained by multiplying the number of shares of Common Stock purchasable immediately prior to such adjustment in the Exercise Price
by a fraction (i) the numerator of which shall be the Exercise Price immediately prior to such adjustment, and
(ii) the denominator of which shall be the Exercise Price immediately after such adjustment.


 






     


     


    

 


7.7           Notice
of Adjustments; Other Notices. Whenever the Exercise Price or number or type of securities issuable hereunder shall be adjusted pursuant
to any provision of this Section 7, the Company shall issue and provide to the Holder, subject to the following sentence, prior
written notice setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which
such adjustment was calculated and the Exercise Price and number of shares of Common Stock purchasable hereunder after giving effect
to such adjustment. In addition, so long as this Warrant shall be outstanding, (i) if the Company shall declare any dividend or
make any distribution upon the Common Stock or (ii) if any capital reorganization of the Company, reclassification of the
capital stock of the Company, consolidation or merger of the Company with or into another entity, sale, lease or transfer of all or substantially
all of the property and assets of the Company, or voluntary or involuntary dissolution, liquidation or winding up of the Company shall
be effected, where such aforementioned events are not within the Liquidation Event, then in each such case, the Company shall cause to
be mailed to the Holder, at least fifteen days prior to the date specified in (x) or (y) below, as the case may be, a notice
containing a brief description of the proposed action and stating the date on which (x) a record is to be taken for the purpose
of such dividend or distribution, or (y) such reclassification, reorganization, consolidation, merger, conveyance, lease, dissolution,
liquidation or winding up is to take place and the date, if any is to be fixed, as of which the holders of Common Stock or other securities
shall receive cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution,
liquidation or winding up.


 


8.             Reservation
of Stock. The Company agrees during the term the rights under this Warrant are exercisable to reserve and keep available from its
authorized and unissued shares of Common Stock for the purpose of effecting the delivery upon exercise of this Warrant such number of
validly issued, fully paid and nonassessable shares of Common Stock as shall from time to time be deliverable upon the exercise of this
Warrant.


 


9.             No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional Shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional Shares the Company shall make a cash payment therefor on the basis of the Exercise Price then
in effect.


 


10.           Representations
and Warranties of the Company. The Company represents and warrants to the Holder as follows:


 


(a)           The
execution and delivery of this Warrant have been duly and properly authorized by all requisite corporate action of the Company, and no
consent of any other person is required as a prerequisite to the validity and enforceability of this Warrant that has not been obtained.
The Company has the full legal right, power and authority to execute and deliver this Warrant and to perform its obligations hereunder.


 


(b)           The
Company is not a party to or otherwise subject to any contract or agreement that restricts or otherwise affects its right to execute
and deliver this Warrant or to perform its obligations hereunder (including the issuance of Shares), except where all necessary consents
or waivers have been obtained. Neither the execution, delivery nor performance of this Warrant (including the issuance of Shares) will
conflict with, result in a breach of the terms, conditions or provisions of, constitute a default under, result in any violation of,
result in the creation of any lien upon any properties of the Company under, require any consent, approval or other action by or notice
to or filing with any court or governmental body pursuant to, the Company’s certificate of incorporation or bylaws, any award of
any arbitrator or any agreement, instrument or law to which the Company is subject or by which it is bound, other than such consent,
approval or action which has been obtained prior to the date hereof.


 


(c)           The
issuance of this Warrant is, and assuming the continuing accuracy of the Holder’s representations and warranties herein and no
change in applicable law, the issuance of the Shares upon exercise of this Warrant will be, exempt from registration and qualification
under applicable federal and state securities laws. The Warrant Shares, when issued pursuant to the terms hereof, will be fully paid,
nonassessable, and not subject to any liens or encumbrances.


 


(d)           As
of January 13, 2021, the Company’s fully diluted capitalization equaled 146,456,147 assuming full conversion of all outstanding
capital stock and securities convertible into capital stock of the Company, including shares reserved for issuance under the Company’s
2019 Stock Plan and this Warrant.


 









     


     


    

 


11.           Representations
and Warranties by the Holder. The Holder represents and warrants to the Company as follows:


 


(a)           This
Warrant and the Shares issuable upon exercise hereof are being acquired for its own account, for investment and not with a view to, or
for resale in connection with, any distribution or public offering within the meaning of the Act.


 


(b)           The
Holder understands that this Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction
exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(a)(2) thereof, and that
the Holder bears the economic risk of such investment, unless a subsequent disposition thereof is registered under the Act or is exempt
from or not subject to such registration.


 


(c)           The
Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the
acquisition of this Warrant and the Shares purchasable pursuant to the terms of this Warrant.


 


 (d)           The Holder is able to bear the economic risk of the purchase of the Shares.




 


12.           Restrictive
Legend. The Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER CONTAINED IN AN
AGREEMENT COVERING THE PURCHASE OF THESE SHARES. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR
TRANSFER MAY BE OBTAINED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.


 


13.           Warrants
Nontransferable. This Warrant is nontransferable, except Holder shall be permitted to transfer the rights and obligations hereunder
in respect of vested Shares to any Affiliate or Pre-Approved Assignee (as defined in the Purchase Agreement), or otherwise with the consent
of the Company.


 


14.           Notices.
All notices hereunder shall be effective when given, and shall be deemed to be given upon receipt or, if earlier, (a) five (5) days
after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon
delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight
courier, freight prepaid or (d) one business day after the business day of facsimile or email transmission, if delivered by facsimile
or email transmission with copy by first class mail, postage prepaid, and shall be addressed (i) if to the Holder, at United Airlines,
233 South Wacker Drive – HDQLD, Chicago, IL 60606, Attn: Ted Davidson, and (ii) if to the Company, at Archer Aviation
Inc., 3120 Scott Blvd, Santa Clara, California 95054, marked “Attention: President”, or at such other address as the Holder
or the Company (as applicable) shall have furnished in writing.


 


15.           “Market
Stand-Off” Agreement. The Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Common Stock (or other
securities) of the Company held by the Holder (other than those included in the registration) during a period of up to one hundred
eighty (180) days following the effective date of the registration statement for the Company’s underwritten initial public
offering filed under the Act or such shorter period to which the Company or any officer, director or shareholder of the Company, or
other Airline, is subject under the terms and conditions of such underwritten initial public offering (it being understood that if
such shorter period applies to only a portion of the shares held by such officer, director or shareholder or other Airline, such
shorter period shall be applied to the same proportion of the Holder’s Common Stock). Any discretionary waiver or termination
of the restrictions of any or all of such agreements by the Company or the underwriters shall also apply ratably to the
Holder’s Common Stock. The Company may impose stop-transfer with respect to the shares of Common Stock (or other securities)
subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. The Holder agrees to
execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section.


 






     


     


    

 


16.           Holder’s
Rights and Obligations Under Rights Agreement. The Company agrees to take such action as necessary to include the Holder as an “Investor”
(including as a “Major Investor” consistent with such terms) under that certain Investors’ Rights Agreement among the
Company and other investors dated as of July 22, 2020, as may be amended from time to time (the “Rights Agreement”),
subject to the Holder’s execution of a counter-signature page to such Rights Agreement to become an “Investor”
in the form attached hereto as Exhibit C. In the event of any direct conflict between the Rights Agreement and this Warrant, the
provisions of this Warrant shall govern to resolve that direct conflict.


 


17.           Most
Favored Nation. If the Company on or after the date hereof issues a warrant to any Airline that includes any terms or grants any
rights or benefits in favor of the holder thereof that are more favorable in any respect than the corresponding terms, rights, or benefits
granted in favor of the Warrant Holder (other than, for warrants granted to Airlines for a smaller number of shares than this Warrant,
with respect to share number or vesting and exercisability), the Company shall promptly provide Warrant Holder written notice thereof
and amend this Warrant to include such terms, rights, or benefits.


 


18.           Right
to Conduct Activities. The Company, on behalf of itself and its Affiliates, hereby agrees and acknowledges that United (together
with its Affiliates, “UA”) is an airline with diverse global operations, business arrangements with many third parties,
and makes investments in unrelated companies, some of which may compete directly or indirectly with the Company’s business. The
Company hereby agrees that UA shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment
by United (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any officer, employee or other
representative of United (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member
of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company;
provided, however, that the foregoing shall not relieve United from liability associated with the unauthorized disclosure or unauthorized
use of the Company’s confidential information obtained pursuant to this agreement, the Collaboration Agreement or the Purchase
Agreement.


 


19.           Confidentiality:
This Warrant shall be subject to the confidentiality obligations set forth in the Collaboration Agreement applicable to the Collaboration
Agreement and Purchase Agreement, with such confidentiality obligations to survive any termination of the Collaboration Agreement, Purchase
Agreement, or Warrant.


 


20.           Governing
Law. This Warrant shall be governed by the laws of the State of Delaware, without regard to the conflicts of law provisions of any
jurisdiction. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS AGREEMENT IS HEREBY WAIVED.


 


21.           Amendments
and Waivers. No modification of or amendment to this Warrant, nor any waiver of any rights under this Warrant, will be effective
unless in a writing signed by both parties. Waiver by the Holder of a breach of any provision of this Warrant will not operate as a waiver
of any other or subsequent breach.


 






     


     


    

 


22.           No
Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a reorganization, transfer of assets,
consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith
assist in carrying out of all the provisions of this Warrant and in taking all such action as may be necessary or appropriate to protect
the Holder’s rights under this Warrant against impairment.


 


23.           Counterparts.
The Warrant may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same instrument. Facsimile copies or pdf copies of signature pages shall be binding originals.


 


[Signature page follows]


 






     


     


    

 


The Company has caused this Warrant to be issued as of the
date first written above.


 


	 	ARCHER AVIATION INC.
	 	 
	 	By:	/s/ Brett Adcock
	 	 	Name:	 Brett Adcock
	 	 	Title:	President




 


	ACKNOWLEDGED AND AGREED	 
	(and the Holder hereby makes the representations and warranties by Holder set forth above):	 
	 	 
	HOLDER:	 
	 	 
	UNITED AIRLINES, INC.	 
	 	 
	By:	/s/ Gerald Laderman	 
	 	Name:	Gerald Laderman	 
	 	Title:	 Executive Vice President and Chief Financial Officer	 




 









     


     


    

 


EXHIBIT A


 


NOTICE OF EXERCISE


 


	TO:	Archer Aviation Inc. 
	 	3120 Scott Blvd 
	 	Santa Clara, California 95054




 


1.             The
undersigned hereby elects to purchase __________ shares of Archer Aviation Inc. pursuant to the terms of the attached Warrant.


 


		2.	Method of Exercise (Please initial the
                                            applicable blank):



 


____ The undersigned elects
to exercise the attached Warrant by means of a cash payment, and tenders herewith or by concurrent wire transfer payment in full for
the purchase price of the shares being purchased, together with all applicable transfer taxes, if any.


 


____ The undersigned elects
to exercise the attached Warrant by means of the net exercise provisions of Section 3(b) of the Warrant.


 


3.             Please issue a certificate
or certificates, including book-entry entitlements, representing said Shares in the name of the undersigned or in such other name as
is specified below:


 


_________________________________ 


(Name)


 


_________________________________


 


_________________________________ 


(Address)


 


4.             The undersigned hereby
represents and warrants that the aforesaid Shares are being acquired for the account of the undersigned for investment and not with a
view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing
or reselling such shares and all representations and warranties of the undersigned set forth in the attached Warrant are true and correct
as of the date hereof.


 


	 	 	 	 	 
	 	 	 	(Signature)	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	(Name)	 
	 	 	 	 	 
	 	 	 	 	 
	 	(Date)  	 	 	(Title)	 
	 	 	 	 	 




 









     


     


    

 


EXHIBIT B


 


Vesting Terms


 


This Warrant will become
exercisable, earned, and vested (i) with respect to the below indicated Shares upon completion pursuant to the Purchase Agreement
of the corresponding conditions described below and (ii) with respect to any Shares that remain unvested upon a Liquidation Event;
provided, however, that if a condition described below becomes unachievable prior to such Liquidation Event, as mutually determined in
good faith by United and the Company, then such corresponding Shares shall not be subject to vesting pursuant to part (ii) of this
paragraph with respect to the Liquidation Event:


 


	Condition	 	Milestone	 	Shares	 
	 	 	 	 	 	 
	I	 	Upon the issuance of this Warrant.	 	 	5,858,246	 
	II                           	 	The Company’s acquisition in a SPAC Transaction or other financing transaction undertaken in connection with (up to and including) an IPO or Direct Listing (“Financing Transaction”) in which United is afforded the opportunity to invest, and does invest, $25,000,000 (any such transaction, a “United Investment”), including but not limited to any private placement in public equity transaction consummated in connection with such SPAC Transaction. United shall be permitted to assign up to 20% of the United Investment to a Pre-Approved Assignee and such amounts shall be credited toward the satisfaction of this condition; provided that such Pre-Approved Assignee in fact invests such assigned. If the Company is party to a SPAC, IPO or Direct Listing (a “Public Event”) and United is not provided the opportunity to make a United Investment up to and including in connection with such Public Event, then all such unvested Condition II Shares shall automatically become vested and exercisable immediately prior to, but conditioned upon, the closing of the Financing Transaction.	 	 	2,929,123	 
	III                 	 	Approval of the Aircraft’s (as defined in the Purchase Agreement) final Type Certificate (as defined in the Purchase Agreement) by the FAA so long as the Purchase Agreement or the Collaboration Agreement is in effect on the date that such Type Certificate is issued and no cancellation notice has been issued by either party under the Purchase Agreement or the Collaboration Agreement; provided, that if the Purchase Agreement or Collaboration Agreement is not then in effect due to a material breach of either agreement by the Company, that goes uncured by the Company, then all such unvested Condition III Shares shall automatically become vested and exercisable upon the Approval of the Aircraft’s final Type Certificate by the FAA.	 	 	1,464,561	 
	IV                 	 	1/200th of
    the remaining 4,393,684 unvested Shares (the “Condition IV Shares”) shall become vested and exercisable
    upon the acceptance of delivery and final purchase by United (or its nominee as permitted under the Purchase Agreement) of each Firm
    Aircraft (as defined in the Purchase Agreement) as set forth in the Purchase Agreement. In the event that (i) the Company is
    unable to deliver all Firm Aircraft on the date agreed pursuant to the Purchase Agreement (the “Outside Delivery Date”),
    and (ii) the Purchase Agreement or the Collaboration Agreement is still in full force and effect or is no longer in full force
    and effect due to the Company’s material breach, and such breach goes uncured, then all such unvested Condition IV Shares shall
    automatically become vested and exercisable upon the Outside Delivery Date.	 	 	4,393,684	 
	 	 	 	 	 	 	 
	 	 	TOTAL	 	 	14,645,614	 





 






    2


     


    

 


EXHIBIT C


 


Rights Agreement Signature Page


 






    3


     


    

 


IN
WITNESS WHEREOF, the Investor has executed this Investors’ Rights Agreement, as of January __, 2021.


 


INVESTOR:


 


	UNITED AIRLINES, INC.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 






    4