Exhibit 99.1

INVESTMENT AGREEMENT

This INVESTMENT AGREEMENT (this “Investment Agreement”) is entered into on February 22, 2024, by and between Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Issuer”), and Imagination Aero Investments Limited, a company incorporated in England and Wales with company number 15467761 (the “Investor”).

WHEREAS, the Issuer has agreed to issue to the Investor, and the Investor wishes to purchase from the Issuer, up to $50,000,000 of (i) newly-issued Ordinary Shares (as defined below) and (ii) Warrants (as defined below), in each case at the relevant Purchase Price (as defined below) on the terms and subject to the conditions herein;

WHEREAS, on the Initial Investment Closing Date, the Investor will enter into a lock-up agreement with the Issuer in respect of the Shares (as defined below) being purchased hereunder, pursuant to which the Investor may not dispose of such Shares for a period of 180 days following their purchase (the “Lock-Up Agreement”, the form of which is attached hereto as Exhibit A);

WHEREAS, on the Initial Investment Closing Date, the Issuer will enter into a warrant instrument (the “Warrant Instrument”, the form of which is attached hereto as Exhibit B) which will set forth the terms of the Warrants to be issued to the Investor in connection with the Initial Investment (as defined below);

WHEREAS, on the Initial Investment Closing Date, the Issuer and the Investor will enter into a registration rights agreement (the “Registration Rights Agreement”, the form of which is attached hereto as Exhibit C);

WHEREAS, on the Initial Investment Closing Date, Stephen Fitzpatrick, the beneficial owner of the Investor (the “Rights Holder”), will enter into a side letter with the Issuer (the “Side Letter”, the form of which is attached hereto as Exhibit D) which will set forth certain rights to be granted by the Issuer to the Rights Holder upon consummation of the Initial Investment (as defined below); and

WHEREAS, in connection with, among other things, the Investment (as defined below), the Lock-Up Agreement and the Side Letter, the Issuer will present and seek approval for the adoption of a second amended and restated memorandum and articles of association of the Issuer (the “Second A&R M&A”, the form of which is attached hereto as Exhibit E).

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

1.       Certain Definitions. For purposes of this Investment Agreement:

“Additional Further Investment” shall have the meaning ascribed to such term in Section 2.1.3.

“Additional Further Investment Closing” shall have the meaning ascribed to such term in Section 4.1.

“Additional Further Investment Closing Date” shall have the meaning ascribed to such term in Section 4.1.

“Additional Further Investment Purchase Price” shall have the meaning ascribed to such term in Section 2.1.3.

“Additional Further Investment Shares” means Ordinary Shares that the Investor shall purchase from the Issuer, and the Issuer shall issue to the Investor in connection with the Additional Further Investment, the number of which shall equal the quotient of (a) the Unfunded Capital Raise Commitment divided by (b) the Additional Further Investment Share Purchase Price, rounded down to the nearest whole share.

“Additional Further Investment Share Purchase Price” means the purchase price per Ordinary Share payable by the Investor in connection with the Additional Further Investment, which shall be determined by the Investor, provided, however, that the Additional Further Investment Share Purchase Price shall not be less than the greater of (a) the VWAP of Ordinary Shares for the period of 30 trading days before the Backstop Date and (b) $1.00.

“Agreed Exchange Rate” means the closing USD:GBP Bank of England exchange rate on the day before the execution of this Investment Agreement.

“At-the-Market Offering” means the offering and sale of newly-issued Ordinary Shares by the Issuer from time to time through, or to, one or more distribution agents pursuant to an equity distribution agreement entered into between the Issuer and the distribution agent, pursuant to a Registration Statement declared effective by the SEC.

“Backstop Date” means July 31, 2024.

“Board” means the board of directors of the Issuer.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are required or authorized to close in London, England, the Cayman Islands and the State of New York.

“Capital Raise Commitment” means any legally binding and enforceable obligation of a creditworthy (as reasonably determined by the Board) individual or entity, other than the Investor or its affiliates, to deliver funds by way of equity capital to the Issuer no later than the Fundraise Deadline, provided, that such obligation shall only be subject to customary terms and conditions for a transaction of this type, as reasonably decided by the Board.

“Cayman Registrar” means the Registrar of Companies of the Cayman Islands.

“Closing” means the Initial Investment Closing, the Further Investment Closing or, if applicable, the Additional Further Investment Closing.

“Closing Date” means the Initial Investment Closing Date, the Further Investment Closing Date or, if applicable, the Additional Further Investment Closing Date.

“Commission” shall have the meaning ascribed to such term in Section 3.1.11.

“EGM” shall have the meaning ascribed to such term in Section 4.7.4.

“Eligible Market” means NYSE, NYSE AMEX Equities, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market, or any of their respective successors.

“Equity Subscription Line” means the share purchase agreement dated as of August 5, 2022, and as amended and restated on September 22, 2022, by and between the Issuer and Nomura, pursuant to which Nomura has committed to purchase up to $100 million in aggregate gross proceeds of Ordinary Shares, subject to certain limitations and conditions set forth in the share purchase agreement.

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

“Execution Date” means January 21, 2024.

“External Funding” means the sum of net proceeds that the Issuer (i) has received by the Backstop Date in respect of any equity capital raised, excluding the Initial Investment, but including net proceeds received by the Issuer from the Equity Subscription Line or any At-the-Market Offering, in the period from the Execution Date to the Backstop Date and (ii) anticipates receiving before the Fundraise Deadline, from any Capital Raise Commitment.

“Financial Promotion Order” shall have the meaning ascribed to such term in Section 3.1.5.

“Fundraise Deadline” means October 31, 2024.

“Further Investment” shall have the meaning ascribed to such term in Section 2.1.2.

“Further Investment Closing” shall have the meaning ascribed to such term in Section 4.1.

“Further Investment Closing Date” shall have the meaning ascribed to such term in Section 4.1.

“Further Investment Purchase Price” means $25,000,000 less any External Funding.

“Further Investment Shares” means the Ordinary Shares that the Investor shall purchase from the Issuer, and the Issuer shall issue to the Investor in connection with the Further Investment, the number of which equals the quotient of (a) Further Investment Purchase Price divided by (b) Further Investment Share Purchase Price, rounded down to the nearest whole share.

“Further Investment Share Purchase Price” means the purchase price per Ordinary Share payable by the Investor in connection with the Further Investment, which shall be determined by the Investor upon delivery of prior written notice by the Investor to the Issuer no later than five Business Days before the Backstop Date (provided that, if applicable, the VWAP referenced under sub-clause (a) below shall be determined on the Business Day prior to the Backstop Date), provided, however, that (i) if the Further Investment Purchase Price is $25,000,000 or is reduced by External Funding deriving solely from the Equity Subscription Line and/or any At-the-Market Offering, the Further Investment Share Purchase Price shall not be less than the greater of (a) the VWAP of Ordinary Shares for the period of 30 trading days before the Backstop Date and (b) $1.00; and (ii) if the Further Investment Purchase Price is reduced by External Funding deriving other than from the Equity Subscription Line and/or any At-the-Market Offering, the Further Investment Share Purchase Price shall not be less than the average purchase price of the Ordinary Shares (if applicable) payable in connection with the External Funding (without taking into account, for the purposes of this calculation, the purchase price of the Ordinary Shares payable in connection with any Equity Subscription Line or any At-the-Market Offering).

“Initial Investment” shall have the meaning ascribed to such term in Section 2.1.1.

“Initial Investment Closing” shall have the meaning ascribed to such term in Section 4.1.

“Initial Investment Closing Date” shall have the meaning ascribed to such term in Section 4.1.

“Initial Investment Purchase Price” shall have the meaning ascribed to such term in Section 2.1.1.

“Initial Investment Shares” means Ordinary Shares that the Investor shall purchase from the Issuer, and the Issuer shall issue to the Investor in connection with the Initial Investment, the number of which shall equal the quotient of (a) $25,000,000 less the Warrant Purchase Price, divided by (b) $10.00, rounded down to the nearest whole share.

“Investment” means an investment amount up to $50,000,000 comprising the Initial Investment, the Further Investment and, if applicable, the Additional Further Investment.

“Investment Securities” means the Shares and the Warrants.

“Investor” shall have the meaning ascribed to such term in the Preamble.

“Investor Material Adverse Effect” shall have the meaning ascribed to such term in Section 3.1.3.

“Issuer” shall have the meaning ascribed to such term in the Preamble.

“Issuer Material Adverse Effect” shall have the meaning ascribed to such term in Section 3.2.4.

“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003.

“Lock-Up Agreement” shall have the meaning ascribed to such term in the Recitals.

“Nomura” means Nomura Securities International, Inc.

“NYSE” means the New York Stock Exchange.

“Ordinary Shares” means the ordinary shares of the Issuer, par value $0.0001 per share.

“Principal Market” means NYSE; provided, however, that in the event the Ordinary Shares are ever listed or traded on another Eligible Market, then the “Principal Market” shall mean such other market or exchange on which the Ordinary Shares are then listed or traded.

“Purchase Price” means Initial Investment Purchase Price, the Further Investment Purchase Price or, if applicable, the Additional Further Investment Purchase Price.

“Registration Rights Agreement” shall have the meaning ascribed to such term in the Recitals.

“Regulation S” shall have the meaning ascribed to such term in Section 3.1.5.

“Sanctions” shall have the meaning ascribed to such term in Section 3.1.15.

“Second A&R M&A” shall have the meaning ascribed to such term in the Recitals.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Shares” means the Initial Investment Shares, the Further Investment Shares and, if applicable, the Additional Further Investment Shares.

“Side Letter” shall have the meaning ascribed to such term in the Recitals.

“Tax” or “Taxes” means any and all federal, state, provincial, local and foreign income, profits, franchise, gross receipts, environmental, capital stock, shares, severances, stamp, payroll, sales, employment, unemployment, disability, use, real property, personal property, withholding, excise, production, value added, occupancy and other taxes, duties or similar assessments, imposed, administered, collected or assessed by a Tax Authority, together with all interest, fines, penalties and additions imposed with respect to such amounts.

“Tax Authority” means any governmental authority having or purporting to exercise jurisdiction with respect to any Tax.

“Transaction Documentation” means this Investment Agreement, including all Schedules and Exhibits hereto, the Warrant Instrument, the Lock-Up Agreement, the Side Letter, the Registration Rights Agreement, and all other agreements, certificates and instruments executed and delivered by the Issuer and/or the Investor in connection with the Investment and specifically contemplated by this Investment Agreement.

“Transfer Agent” means Continental Stock Transfer & Trust Company or any successor thereof as the Issuer’s transfer agent.

“UK Prospectus Regulation” shall have the meaning ascribed to such term in Section 3.1.5.

“Unfunded Capital Raise Commitment” shall have the meaning ascribed to such term in Section 2.1.3.

“VWAP” means, for the Ordinary Shares for a specified period, the dollar volume-weighted average price for the Ordinary Shares on the Principal Market for such period, excluding opening and closing transactions and any block trades, calculated to four (4) decimal places and determined without regard to after-hours trading as reported by Bloomberg, L.P. through its AQR function. All such determinations shall be appropriately adjusted for any share subdivision, share capitalization, reorganization, recapitalization, exchange or similar event during such period.

“Warrants” means 50,000,000 warrants of the Issuer, which will entitle the holder to purchase one Ordinary Share at a strike price of $5.00 per warrant and will be governed by the Warrant Instrument.

“Warrant Instrument” shall have the meaning ascribed to such term in the Recitals.

“Warrant Purchase Price” means the aggregate purchase price that the Investor shall pay for the Warrants in connection with the Initial Investment as calculated in accordance with the Warrant Instrument.

2.       Investment.

2.1       Subject to the terms and conditions hereof, the Investor hereby irrevocably agrees to subscribe for and purchase, and the Issuer hereby irrevocably agrees to issue and sell to the Investor:

2.1.1       on the Initial Investment Closing Date, the Initial Investment Shares and Warrants upon payment of an aggregate purchase price of $25,000,000 (the “Initial Investment Purchase Price” and such purchase and issuance, the “Initial Investment”);

2.1.2       on the Further Investment Closing Date, the Further Investment Shares upon payment of the Further Investment Purchase Price (such purchase and issuance, the “Further Investment”); and

2.1.3       if the Issuer fails to receive all or a portion of gross proceeds from any Capital Raise Commitment by the Additional Further Investment Closing Date (the “Unfunded Capital Raise Commitment”), on the Fundraise Deadline, the Additional Further Investment Shares upon payment of a purchase price that equals the Unfunded Capital Raise Commitment (the “Additional Further Investment Purchase Price” and such purchase and issuance, the “Additional Further Investment”).

2.2       Five (5) Business Days prior to the Initial Investment Closing Date, the Issuer shall, upon consultation in good faith with its advisers and the Investor, determine and notify the Investor of the Warrant Purchase Price, which shall be based on the fair market value of the Warrants to be determined with reference to, among other things, the trading price of Ordinary Shares at the time. Notwithstanding the foregoing, the Issuer shall retain the sole right to determine the Warrant Purchase Price.

3.       Representations, Warranties and Agreements.

3.1       Investor’s Representations, Warranties and Agreements. To induce the Issuer to issue the Investment Securities to the Investor, the Investor hereby represents and warrants to the Issuer and acknowledges and agrees with the Issuer, as of the date hereof, as follows:

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

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

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

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

3.1.5       The Investor (i) understands that the sale of the Investment Securities is made pursuant to and in reliance upon Regulation S (“Regulation S”) promulgated under the Securities Act, and acknowledges and agrees that it is not a U.S. Person (as defined in Regulation S) or a United Stated person (as defined in Section 7701(a)(3) of the Internal Revenue Code of 1986, as amended), is acquiring the Investment Securities in an offshore transaction in reliance on Regulation S, and has received all the information that it considers necessary and appropriate to decide whether to acquire the Investment Securities hereunder, (ii) has its registered address in the United Kingdom, and is a “qualified investor” within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) who: (a) has professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”); (b) is a high net worth entity or other person falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or (c) is any other person to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) may otherwise lawfully be made under the Financial Promotion Order, and (iii) is acquiring the Investment Securities only for its own account and not for the account of others, for investment purposes only and not with a view to any distribution of the Investment Securities in any manner that would violate the federal securities laws of the United States or any other applicable jurisdiction (and shall provide the requested information on Schedule I hereto).

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

3.1.7       The Investor understands and agrees that the Investor is purchasing the Investment Securities directly from the Issuer. The Investor further acknowledges that (i) there have been no representations, warranties, covenants or agreements made to the Investor by the Issuer or any of the Issuer’s affiliates, officers or directors, expressly or by implication, in connection with the Investor’s purchase of the Investment Securities, other than those representations, warranties, covenants and agreements expressly set forth in this Investment Agreement, and (ii) the Investor is not relying upon, and has not relied upon, any representations, warranties or covenants other than those expressly set forth in this Investment Agreement in connection with the Investor’s purchase of the Investment Securities.

3.1.8       The Investor represents and warrants that it (i) is purchasing the Investment Securities for investment, (ii) has no current plan or intention to dispose of or otherwise transfer the Investment Securities and (iii) is under no binding agreement to dispose of or otherwise transfer the Investment Securities.

3.1.9       In making its decision to purchase the Investment Securities, the Investor represents that it has relied solely upon independent investigation made by the Investor and its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) and the Issuer’s express representations, warranties and agreements in this Investment Agreement. Without limiting the generality of the foregoing, the Investor has not otherwise relied on any representations, warranties, statements or other information provided by anyone other than the Issuer concerning the Issuer, the Investment Securities or the offer and resale of the Investment Securities. The Investor acknowledges and agrees that the Investor (i) has had an adequate opportunity to review such financial and other information as the Investor deems necessary in order to make an investment decision with respect to the Investment Securities, (ii) has made its own assessment and (iii) is satisfied concerning the relevant tax and other economic considerations relevant to the Investor’s investment in the Investment Securities.

3.1.10       The Investor acknowledges that (i) the Issuer currently may have, and later may come into possession of, information regarding the Issuer that is not known to the Investor and that may be material to a decision to enter into this transaction to purchase the Investment Securities (“Excluded Information”), (ii) the Investor has determined to enter into this transaction to purchase the Investment Securities notwithstanding its lack of knowledge of the Excluded Information, and (iii) the Issuer shall have no liability to the Investor, and the Investor hereby to the extent permitted by law waives and releases any claims it may have against the Issuer with respect to the nondisclosure of the Excluded Information.

3.1.11       The Investor became aware of this offering of the Investment Securities solely by means of direct contact between the Investor and the Issuer. The Investor has a pre-existing substantive relationship (as interpreted in guidance from the Securities and Exchange Commission (the “Commission”) under the Securities Act) with the Issuer, and the Investment Securities were offered to the Investor solely by direct contact between the Investor and the Issuer. The Investor did not become aware of this offering of the Investment Securities, nor were the Investment Securities offered to the Investor, by any other means. The Investor acknowledges that the Investment Securities (i) were not offered to it by any form of “directed selling efforts” (as defined in Regulation  S), and (ii) to the Investor’s knowledge, are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor represents and warrants that neither it, nor its affiliates (as defined in Rule 405 under the Securities Act), nor any person acting on its or their behalf, has engaged or will engage in any “directed selling efforts” with respect to the Investment Securities, and that it has and they have complied and will comply with the offering restrictions requirements of Regulation S.

3.1.12       The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Investment Securities. The Investor is able to fend for itself in the transactions contemplated herein, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Investment Securities. The Investor acknowledges that the Investor shall be responsible for any of the Investor’s Tax liabilities that may arise as a result of the transactions contemplated by this Investment Agreement, and that neither the Issuer nor any of its agents or affiliates have provided any tax advice or any other representation or guarantee, whether written or oral, regarding the tax consequences of the transactions contemplated by this Investment Agreement.

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

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

3.1.15       Except as permitted by applicable law, neither the Investor nor, to the knowledge of the Investor, any director, officer, agent or employee of the Investor is a person that is, or is controlled or owned 50 percent or more, individually or in the aggregate, by one or more persons that are currently the subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury (collectively, “Sanctions”), nor is the Investor resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria). Neither the Investor nor, to the knowledge of the Investor, any director, officer, agent or employee of the Investor has received notice of, or is otherwise aware of, any claim, action, suit, proceedings or investigation involving it with respect to Sanctions.

3.1.16       The Investor (or the Rights Holder) has, and on each date the relevant Purchase Price would be required to be funded to the Issuer pursuant to Section 4 will have, sufficient immediately available funds to pay the relevant Purchase Price pursuant to Section 4.

3.1.17       No broker, finder, or other financial consultant has acted on behalf of or at the direction of the Investor in connection with this Investment Agreement or the transactions contemplated hereby in such a way as to create any liability on the Issuer.

3.2       Issuer’s Representations, Warranties and Agreements. To induce the Investor to purchase the Investment Securities, the Issuer hereby represents and warrants to the Investor and agrees with the Investor as follows:

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

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

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

3.2.4       The execution, delivery and performance of this Investment Agreement by the Issuer (including compliance by the Issuer with all of the provisions hereof) and the issuance and sale of the Investment Securities do not and will not (i) conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon, any of the property or assets of the Issuer or any of its subsidiaries, as applicable, pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries, as applicable, is a party or by which the Issuer or any of its subsidiaries, as applicable, is bound or to which any of the property or assets of the Issuer or any of its subsidiaries, as applicable, is subject, (ii) result in any violation of the provisions of the organizational documents of the Issuer or any of its subsidiaries, as applicable, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its subsidiaries, as applicable, or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected, individually or in the aggregate, to have an Issuer Material Adverse Effect. For purposes of this Investment Agreement, an “Issuer Material Adverse Effect” means an event, change, delay, development, occurrence, condition or effect with respect to the Issuer that has a material adverse effect on (x) the assets, business, prospects, shareholders’ equity, results of operation or financial operations of the Issuer and its subsidiaries, taken as a whole, (y) the validity of the Investment Securities, or (z) the legal authority of the Issuer to enter into and timely perform its obligations under this Investment Agreement; provided, however, that no Issuer Material Adverse Effect shall be deemed to have occurred if such event, change, delay, development, occurrence, condition or effect with respect to the Issuer (i) was known by the Rights Holder as at the Execution Date to have already occurred or to be going to occur, or (ii) was directly caused by any act(s) or omission(s) by the Rights Holder, which were or should have been known by the Rights Holder to be likely to cause such material adverse effect to the Issuer.

3.2.5       As of the date of this Investment Agreement, the authorized share capital of the Issuer is $60,000 divided into 500,000,000 Ordinary Shares and 100,000,000 preferred shares, $0.0001 par value per share. As of the date of this Investment Agreement, 221,249,244 Ordinary Shares are issued and outstanding and no preferred shares are issued and outstanding.

3.2.6       Assuming the accuracy of the Investor’s representations and warranties set forth in Section 3.1 of this Investment Agreement, no registration under the Securities Act is required for the offer and sale of the Investment Securities by the Issuer to the Investor.

3.2.7       Neither the Issuer nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any securities of Issuer or solicited any offers to buy any securities of Issuer under circumstances that would adversely affect reliance by the Issuer on Regulation S of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance of the Investment Securities under the Securities Act.

3.2.8       The Issuer is not a “U.S. person” (as defined in Regulation S); neither the Issuer, nor its affiliates (as defined in Rule 405 under the Securities Act), nor any person acting on its or their behalf, has engaged or, until the Investment Securities are registered under the Securities Act, will engage in any “directed selling efforts” (as defined in Regulation S), in connection with the offer or sale of any of the Investment Securities and it, its affiliates and any person acting on its or their behalf has complied with and, until the Investment Securities are registered under the Securities Act, will comply with the offering restrictions of Regulation S, and neither the Issuer, nor any person acting on its behalf has offered any of the Investment Securities in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws.

3.2.9       The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Investment Agreement (including, without limitation, the issuance of the Investment Securities), other than filings (i) with the Commission of the Registration Statement pursuant to Section 5 of this Investment Agreement, (ii) required by applicable state or federal securities laws, (iii) required by the NYSE and (iv) the failure of which to obtain would not be reasonably expected to have, individually or in the aggregate, an Issuer Material Adverse Effect.

3.2.10       No broker, finder or other financial consultant has acted on the Issuer’s behalf in connection with this Investment Agreement or the transactions contemplated hereby.

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

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

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

3.2.14       Since its formation, neither the Issuer nor, to the Issuer’s knowledge, its subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made or offered to make any unlawful payment or provided or offered to provide anything of value to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law, or (iii) made any other unlawful payment. Since its formation, neither the Issuer nor, to the Issuer’s knowledge, its subsidiaries has directly or knowingly indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier, governmental employee or other person who is or may be in a position to help or hinder the Issuer or its subsidiaries or assist the Issuer or its subsidiaries in connection with any actual or proposed transaction. Since its formation, the operations of each of the Issuer and, to the Issuer’s knowledge, its subsidiaries are and have been conducted at all times in compliance with money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental authority that has jurisdiction over the Issuer or its subsidiaries. Except as permitted by applicable law, neither the Issuer nor, to the Issuer’s knowledge, its subsidiaries or any director, officer, agent, or employee of the Issuer is a person that is, or is controlled or owned 50 percent or more, individually or in the aggregate, by one or more persons that are currently the subject of any Sanctions, nor is the Issuer or any of its subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria). Neither the Issuer nor, to the Issuer’s knowledge, any of its subsidiaries or any director, officer, agent, or employee of the Issuer has received notice of, or is otherwise aware of, any claim, action, suit, proceedings or investigation involving it with respect to Sanctions.

4.       Closing.

4.1       Subject to the satisfaction or waiver of the conditions set in Section 4.6 and Section 4.7, (i) the closing of the Initial Investment contemplated hereby (the “Initial Investment Closing”) shall occur within ten (10) Business Days from the date on which all the conditions set forth in Section 4.6 and Section 4.7 are satisfied or waived (the “Initial Investment Closing Date”), (ii) the closing of the Further Investment contemplated hereby (the “Further Investment Closing”) shall occur within ten (10) Business Days from the Backstop Date (the “Further Investment Closing Date”), and (iii) the closing of the Additional Further Investment contemplated hereby (the “Additional Further Investment Closing”), if applicable, shall occur within five (5) Business Days from the Fundraise Deadline (the “Additional Further Investment Closing Date”).

4.2       Prior to or on the relevant Closing Date, the Investor shall deliver to the Issuer an amount equal to the Initial Investment Purchase Price in connection with the Initial Investment Closing, the Further Investment Purchase Price in connection with the Further Investment Closing, or, if applicable, the Additional Further Investment Purchase Price in connection with the Additional Further Investment Closing, which shall be transferred in GBP (applying the Agreed Exchange Rate) in immediately available funds to the account specified in Section 7.3. On the Initial Investment Closing Date after receipt of the Initial Investment Purchase Price from the Investor, the Issuer shall issue the Initial Investment Shares and the Warrants to the Investor. On the Further Investment Closing Date after receipt of the Further Investment Purchase Price from the Investor, the Issuer shall issue the Further Investment Shares to the Investor. On the Additional Further Investment Closing Date, if applicable, the Issuer shall issue the Additional Further Investment Shares to the Investor.

4.3       On each Closing Date, the Issuer shall cause the relevant Investment Securities to be registered in book entry form by updating the register of members of the Issuer, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or as set forth herein or in any other agreement between the Issuer and the Investor), in the name of the Investor (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Investor, as applicable, on Issuer’s register of members (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Investment Securities, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to the Investor evidence of such issuance from the Transfer Agent.

4.4       On the Initial Investment Closing Date, (i) the Issuer and the Investor shall each deliver duly executed copies of the Lock-Up Agreement, the Registration Rights Agreement and the Side Letter, (ii) the Issuer shall execute the Warrant Instrument and (iii) the Issuer shall file with the Cayman Registrar the Second A&R M&A as duly passed by the shareholders of the Issuer at the EGM and the Second A&R M&A shall become effective immediately upon adoption of the Second A&R M&A by the shareholders.

4.5       On or prior to the Further Investment Closing Date (or the Additional Further Investment Closing Date, if applicable), the Investor shall notify the Issuer in writing of the Further Investment Share Purchase Price (or in the case of the Additional Further Investment Closing, the Additional Further Investment Share Purchase Price) determined by the Investor in accordance with the terms set forth in this Investment Agreement.

4.6       Conditions to Closing of the Issuer. The Issuer’s obligations to sell and issue the relevant Investment Securities pursuant to the terms included herein are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Issuer, on or prior to relevant Closing Date, as applicable, of each of the following conditions:

4.6.1       The representations and warranties made by the Investor in Section 3.1 hereof shall be true and correct in all material respects as of the relevant Closing Date (or, if such representation and warranties speak as of another date, as of such date) (other than representations and warranties that are qualified as to materiality or Investor Material Adverse Effect, which representations and warranties shall be so true and correct in all respects as of the relevant Closing Date (or, if such representation and warranties speak as of another date, as of such date)), and consummation of the relevant Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor in this Investment Agreement as of the relevant Closing Date.

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

4.6.3       There shall not be in force any order, law, rule, regulation, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority enjoining or prohibiting the consummation of the Initial Investment, the Further Investment or the Additional Further Investment, as applicable.

4.7       Conditions to Closing of the Investor. The Investor’s obligation to purchase the relevant Investment Securities pursuant to the terms included herein is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Investor, on or prior to the relevant Closing Date, of each of the following conditions:

4.7.1       The representations and warranties made by the Issuer in Section 3.2 hereof shall be true and correct in all material respects as of the relevant Closing Date (or, if such representation and warranties speak as of another date, as of such date) (other than representations and warranties that are qualified as to materiality, Issuer Material Adverse Effect, which representations and warranties shall be so true and correct in all respects as of the relevant Closing Date (or, if such representation and warranties speak as of another date, as of such date)), and consummation of the relevant Closing shall constitute a reaffirmation by the Issuer of each of the representations and warranties of the Issuer in this Investment Agreement as of the relevant Closing Date.

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

4.7.3       There shall not be in force any order, judgment or injunction by or with any governmental authority in the United States enjoining or prohibiting the consummation of the Initial Investment, the Further Investment or the Additional Further Investment, as applicable.

4.7.4       The Board shall have called a valid extraordinary general meeting of the Issuer’s members (an “EGM”) in accordance with the Issuer’s amended and restated memorandum and articles of association to vote on the adoption of the Second A&R M&A.

4.7.5       The Second A&R M&A shall have been passed at an EGM; provided, however, that this Section 4.7.5 shall be deemed to have been fully satisfied if a valid EGM to vote on the adoption of the Second A&R M&A has been validly called and the Rights Holder as a member of the Issuer does not vote in favor of the adoption of the Second A&R M&A.

4.7.6       The issued and outstanding Ordinary Shares are listed on an Eligible Market (or any of their respective successors).

4.7.7       No Issuer Material Adverse Effect shall have occurred between March 22, 2023 and (i) in the case of the Initial Investment Closing, the Initial Investment Closing Date, (ii) in the case of the Further Investment Closing, the Backstop Date or (iii) in the case of the Additional Further Investment Closing, the Fundraise Deadline.

4.7.8       The Investor shall have received (i) an opinion of the Cayman Islands counsel to the Issuer as to the valid issuance of the Shares, fully paid and non-assessable and (ii) a “no registration” opinion of the U.S. counsel to the Issuer, each dated as of the relevant Closing Date, and addressed to the Investor.

4.7.9       The Issuer and the Investor shall each deliver duly executed copies of the Registration Rights Agreement, the Warrant Agreement, the Lock-Up Agreement and the Side Letter.

5.       Undertakings.

5.1       The Issuer hereby undertakes that it shall (i) convene a valid EGM in accordance with its amended and restated memorandum and articles of association and seek approval from the Issuer’s shareholders for the adoption of the Second A&R M&A and (ii) not cancel, adjourn or postpone such EGM unless (a) circumstances not related to any transactions contemplated in this Investment Agreement arise, which prevent the EGM from being held, or (b) the Rights Holder is not able to attend and/or vote for the adoption of the Second A&R M&A at the EGM, in which case the Issuer shall use its commercially reasonable efforts to convene a new EGM in accordance with its amended and restated memorandum and articles of association as soon as practicable.

5.2       The Investor shall procure that the Rights Holder, in his capacity as a majority shareholder of the Issuer, (i) shall appear, in person or by proxy, at the EGM where approval for the Second A&R M&A is sought, and (ii) shall vote all the Ordinary Shares beneficially owned by the Rights Holder as of the record date for such meeting in favor of the adoption of the Second A&R M&A.

5.3       The Investor shall procure that the Rights Holder: (a) enters into an election with the Issuer pursuant to section 431(1) of ITEPA in the form approved by HM Revenue and Customs to elect to disapply any restrictions attaching to the Investment Securities when calculating their market value, on the applicable Closing Date (and in any event within 14 days following the applicable Closing Date) and the Issuer shall sign such election (where applicable); and (b) provides the Issuer with such information as it shall request for the purpose of fulfilling its obligations as responsible person within the meaning of section 421L of ITEPA.

5.4       The Investor undertakes to pay the Issuer, on demand, an amount equal to:

5.4.1       all liabilities to income tax (including under the PAYE system) and in respect of national insurance or social security contributions (but excluding any employer’s national insurance contributions to the extent that it is unlawful for an employer to recover the same from a present or former employee), and any related fines, interest, penalties and expenses due to any Tax Authority in connection therewith, whenever arising, for which the Issuer is required to account (whether a liability of the Investor or the Issuer) in connection with:

(a)       the Investor’s subscription for or holding, transfer, acquisition or disposal of Investment Securities issued by the Issuer, the lifting of any restrictions in respect of such Investment Securities, the issuance, transfer or subsequent exercise of any Warrants, or the occurrence of any charge under chapters 2 to 5 of Part 7 of ITEPA (or equivalent legislation in any applicable jurisdiction) in respect of such Investment Securities;

(b)       the Investor entering into an election pursuant to Section 5.3; or

(c)       any payment required to be made by the Investor pursuant to this Section 5.4 not being made within the period specified in section 222(1)(c) of ITEPA (or equivalent legislation in any applicable jurisdiction); and

5.4.2       all costs and expenses incurred by the Issuer in connection with any claim against the Issuer under this Section 5.4.

6.       Termination. Except for the provisions of this Section 6 and Section 7, which shall survive any termination hereunder, this Investment Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (i) the mutual written agreement of each of the parties hereto to terminate this Investment Agreement, and (ii) if the conditions to Closing set forth in Section 4 of this Investment Agreement are not satisfied at, or are not capable of being satisfied or are not waived by the party entitled to grant such waiver on or prior to, April 5, 2024 (or such other date agreed in writing between the Issuer and the Investor) and, as a result thereof, the Initial Investment contemplated by this Investment Agreement will not be or is not consummated; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach.

7.       Miscellaneous.

7.1       Further Assurances.

7.1.1       The Investor acknowledges that the Issuer will rely on the acknowledgments, understandings, agreements, representations and warranties made by the Investor contained in this Investment Agreement. Prior to each Closing, the Investor agrees to promptly notify the Issuer if any of the acknowledgments, understandings, agreements, representations and warranties made by the Investor set forth herein are no longer accurate in all material respects.

7.1.2       The Issuer acknowledges and agrees that the Investor will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Investment Agreement. Prior to each Closing, the Issuer agrees to promptly notify the Investor if any of the agreements, representations and warranties of the Issuer set forth herein are no longer accurate in all material respects.

7.1.3       Each of the Issuer and the Investor is irrevocably authorized to produce this Investment Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

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

7.1.5       Subject to Section 7.6, each party shall pay all of its own expenses in connection with this Investment Agreement and the transactions contemplated herein.

7.1.6       Each of the Investor and the Issuer shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper, practical or advisable to consummate the transactions contemplated by this Investment Agreement on the terms and conditions described herein.

7.1.7       The Rights Holder shall not exercise his rights under the Second A&R M&A until the Initial Investment Closing Date.

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

7.2.1       if to the Investor, to the address set forth on the Investor’s signature page hereto;

7.2.2       if to the Issuer, to:

Vertical Aerospace Ltd.
Unit 1 Camwal Court, Chapel Street
Bristol BS2 0UW

United Kingdom
Email: #######################

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

Latham & Watkins (London) LLP
99 Bishopsgate
London, EC2M 3XF
United Kingdom

Attn: David Stewart and Robbie McLaren
Email: ####################### and #######################

7.3       Account Information. The Investor shall make payment of the Purchase Price by wire transfer of GBP in accordance with Section 4.1 to the following account of the Issuer:

7.4       Entire Agreement. This Investment Agreement, together with the other Transaction Documentation, constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof, including any commitment letter entered into relating to the subject matter hereof.

7.5       Modifications; Amendments; Waivers. This Investment Agreement may not be amended, modified, supplemented or waived except by an instrument in writing, signed by each of the parties hereto. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereto or the exercise of any other right or power.

7.6       Expenses. The Issuer shall reimburse the Investor for the reasonable and documented fees, expenses and disbursements of legal counsel incurred by the Investor in connection with the transactions contemplated by this Investment Agreement, including, without limitation, (i) the structuring of the Investment, (ii) the negotiation, preparation of this Investment Agreement and the other Transaction Documentation and (iii) the consummation of the Investment.

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

7.8         No Third Party Rights. This Investment Agreement shall not confer rights or remedies upon any person other than the parties hereto and their respective successors and assigns.

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

7.10       Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably consents to the exclusive jurisdiction and venue of any state or federal court sitting in the Borough of Manhattan in the City and State of New York (the “Chosen Courts”), in connection with any matter based upon or arising out of this Investment Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the Chosen Courts, (iii) such person’s property is exempt or immune from execution, (iv) such legal proceeding is brought in an inconvenient forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by New York law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 7.2 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 7.10, a party may commence any action, claim, cause of action or suit in a court other than the Chosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS INVESTMENT AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INVESTMENT AGREEMENT. FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

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

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

7.13       Remedies.

7.13.1       The parties agree that irreparable damage would occur if this Investment Agreement was not performed or the Closing is not consummated in accordance with its specific terms or was otherwise breached and that money damages or other legal remedies may not be an adequate remedy for any such damage. It is accordingly agreed that the parties hereto shall be entitled to seek equitable relief, including in the form of an injunction or injunctions, to prevent breaches or threatened breaches of this Investment Agreement and to enforce specifically the terms and provisions of this Investment Agreement in an appropriate court of competent jurisdiction as set forth in Section 7.10, this being in addition to any other remedy to which any party is entitled at law or in equity, including money damages. The right to specific enforcement may include the right of the Issuer to cause the Investor and the right of the Investor to cause Issuer to cause the transactions contemplated hereby to be consummated on the terms and subject to the conditions and limitations set forth in this Investment Agreement (including, for the avoidance of doubt, the right to directly enforce each of the covenants and agreements of the Investor under this Investment Agreement). The parties hereto further agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, (ii) not to assert that a remedy of specific enforcement pursuant to this Section 7.13 is unenforceable, invalid, contrary to applicable law or inequitable for any reason and (iii) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

7.13.2       The parties acknowledge and agree that this Section 7.13 is an integral part of the transactions contemplated hereby and without that right, the parties hereto would not have entered into this Investment Agreement.

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

7.14      Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Investment Agreement shall survive the Closing. All of the covenants and agreements made by each party hereto in this Investment Agreement shall survive the Closing until the applicable statute of limitations or in accordance with their respective terms, if a shorter period.

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

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

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

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

8.Cleansing Statement; Consent to Disclosure.

8.1       The Issuer shall, following the date of this Investment Agreement, promptly issue one (1) or more press releases or file with the Commission a Current Report on Form 6-K disclosing all material terms of the transactions contemplated hereby. From and after the publication of such Form 6-K, the Investor shall not be in possession of any material, non-public information received from the Issuer or any of its officers, directors, employees or agents in connection with the transactions contemplated by this Investment Agreement.

8.2       The Investor hereby consents to the publication and disclosure in (i) any press release or Current Report on Form 6-K issued or filed with the Commission by the Issuer in connection with the execution and delivery of this Investment Agreement or any other filing with the Commission pursuant to applicable securities laws, in each case as and to the extent required by the federal securities laws or the Commission or any other securities authorities and (ii) any other documents or communications provided by the Issuer to any governmental authority or to securityholders of the Issuer, in each case, as and to the extent required by applicable law or the Commission or any other governmental authority, of the Investor’s names and identities and the nature of the Investor’s commitments, arrangements and understandings under and relating to this Investment Agreement and, if deemed required or appropriate by the Issuer, a form (excluding details specific and personal to the Investor) of this Investment Agreement; provided that, in the case of such disclosures by the Issuer, the Issuer shall provide the Investor with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with the Investor regarding such disclosure, in each case, to the extent such disclosure specifically names the Investor. Investor will promptly provide any information reasonably requested by the Issuer for any regulatory application or filing made or approval sought in connection with the transactions contemplated in this Investment Agreement (including filings with the Commission).

[Signature Page Follows]

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

[Investment Agreement – Signature Page]

You must pay the applicable Purchase Price by wire transfer of GBP (£) in immediately available funds in accordance with Section 4.2 of this Investment Agreement on the applicable Closing Date, to the account specified by the Issuer in Section 7.3.

[Investment Agreement – Signature Page]

SCHEDULE I

ELIGIBILITY REPRESENTATIONS OF INVESTOR

This Schedule I should be completed by the Investor
and constitutes a part of the Investment Agreement.

Please indicate the basis of the undersigned’s (the “Investor”) status as a “qualified institutional buyer” (as defined in Rule 144A promulgated under the Securities Act) or an “accredited investor” (as defined in Regulation D promulgated under the Securities Act) by answering the following questions.

*** OR ***

*** OR ***

*** AND ***

(PLEASE CHECK THE APPLICABLE BOX)

INVESTOR:

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

Qualified Institutional Buyer

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

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

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

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

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

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

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

¨ is a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, of (b) employee benefit plan within the meaning of Title I of the ERISA, except, in each case, trust funds that include as participants individual retirement accounts or H.R. 10 plans; ¨ is a business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”);

¨      is an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), corporation (other than a bank as defined in section 3(a)(2) of the Securities Act, a savings and loan association or other institution referenced in section 3(a)(5)(A) of the Securities Act, or a foreign bank or savings and loan association or equivalent institution), partnership, limited liability company or Massachusetts or similar business trust;

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

¨      Any institutional accredited investor, as defined in rule 501(a) under the Securities Act (17 CFR 230.501(a)), of a type not listed in paragraphs (a)(l)(i)(A) through (I) or paragraphs (a)(l)(ii) through (vi) of Rule 501.

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

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

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

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

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

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

OR

ACCREDITED INVESTOR

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

¨          The Investor is an entity which falls within one of the following categories of accredited investor set forth in Rule 501(a) of Regulation D under the Securities Act:

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

¨      A broker or dealer registered pursuant to Section 15 of the Exchange Act.

¨      An investment adviser registered pursuant to Section 203 of the Investment Advisers Act or registered pursuant to the laws of a state.

¨      An insurance company as defined in Section 2(a)(13) of the Securities Act.

¨      An investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of the Investment Company Act.

¨      A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

¨      A Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act.

¨      Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such a plan has total assets in excess of $5,000,000.

¨      An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if (i) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, (ii) the employee benefit plan has total assets in excess of $5,000,000, or (iii) the employee benefit plan is a self-directed plan, with investment decisions made solely by persons that are accredited investors as described in one or more of the categories set forth in this Schedule I. NOTE: To the extent that reliance is placed on clause (iii), each person must complete a copy of this Accredited Investor Questionnaire, signing next to each response, and submit such copy to the Issuer.

¨      Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act.

¨      The Investor is a corporation, partnership, limited liability company, trust or other organization described in Section 501(c)(3) of the Code, or Massachusetts or similar business trust, not formed for the specific purpose of acquiring the securities, with total assets in excess of $5,000,000.

¨      The Investor is a natural person with individual net worth (or joint net worth with spouse or spousal equivalent (i.e., a cohabitant occupying a relationship generally equivalent to that of a spouse)) in excess of $1 million. For purposes of this item, “net worth” means the excess of total assets at fair market value, including automobiles and other personal property but excluding the value of the primary residence of such natural person (and including property owned by a spouse or spousal equivalent other than the primary residence of the spouse or spousal equivalent), over total liabilities. (For this purpose, the amount of any mortgage or other indebtedness secured by an investor’s primary residence should not be included as a “liability”, except to the extent (i) the fair market value of the residence is less than the amount of such mortgage or other indebtedness or (ii) such indebtedness existing on the date of the acceptance of the investor’s purchase of Investment Securities exceeds the indebtedness that existed sixty (60) days preceding such date and such indebtedness was not as a result of the acquisition of the investor’s primary residence).

¨      The Investor is a natural person with individual income (without including any income of the Investor’s spouse or spousal equivalent) in excess of $200,000, or joint income with spouse or spousal equivalent of $300,000, in each of the two most recent years and who reasonably expects to reach the same income level in the current year

¨      Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D.

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

¨      Any entity not otherwise listed above, not formed for the specific purpose of acquiring the securities, and owning investments, as defined in Rule 2a51-1(b) under the Investment Company Act, in excess of $5,000,000.

EXHIBIT A

FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into as of , 2024 between Imagination Aero Investments Limited, a company incorporated in England and Wales with company number 15467761 (the “Holder”) and Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability, with its principal executive office at Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom (the “Company”). The Holder and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Investment Agreement (as defined below).

WHEREAS, the Company and the Holder entered into that certain Investment Agreement, dated [ · ], 2024 (the “Investment Agreement”), pursuant to which, among other things, the Holder agreed to purchase, and the Company agreed to issue and sell to the Holder newly-issued ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”). Upon consummation of transactions contemplated by the Investment Agreement by the relevant Closing Date (as defined below) as set forth in the Investment Agreement, the Holder will hold the Initial Investment Shares, the Further Investment Shares and, if applicable, the Additional Further Investment Shares (as such terms are defined in the Investment Agreement, collectively, the “Shares”).

WHEREAS, in view of the valuable consideration to be received by the Holder thereunder, the Company and the Holder desire to enter into this Agreement, pursuant to which the Shares shall become subject to the limitations on disposition and other restrictions as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the Parties hereby agree as follows:

1.             For purposes of this Agreement:

(a)                 the term “Change of Control” means the transfer, whether by tender offer, merger, consolidation or other similar transaction, in one transaction or a series of related transactions, to a person or group of affiliated persons, of share capital if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity);

(b)                the term “Closing Date” means, (i) with respect to the Initial Investment Shares, the Initial Investment Closing Date, (ii) with respect to the Further Investment Shares, the Further Investment Closing Date and (iii) with respect to the Additional Further Investment Shares, if any, the Additional Further Investment Closing Date;

(c)                 the term “Affiliate” of a specified person means a person (including, for the avoidance of doubt, an individual) who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person;

(d)                the term “Immediate Family” means, with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings;

(e)                 the term “Lock-Up Period” means the period beginning (i) with respect to the Initial Investment Shares, the Initial Investment Closing Date, (ii) with respect to the Further Investment Shares, the Further Investment Closing Date and (iii) with respect to the Additional Further Investment Shares, if any, the Additional Further Investment Closing Date, and ending, in each case, on the date that is one hundred and eighty (180) days after the relevant Closing Date;

(g)                 the term “Permitted Transferees” means any person to whom the Holder is permitted to transfer Lock-Up Shares prior to the expiration of the Lock-up Period pursuant to Section 2(a); and

(f) the term “Lock-Up Shares” means Shares issued to the Holder pursuant to the Investment Agreement (for the avoidance of any doubt, including the Initial Investment Shares, the Further Investment Shares and, if any, the Additional Further Investment Shares), together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted; (h) the term “Transfer” means the (A) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations promulgated thereunder, with respect to, any security, (B) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (C) public announcement of any intention to effect any transaction specified in clause (A) or (B).

2.             Lock-Up Provisions.

(a)                 The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”). Notwithstanding the foregoing, the Holder or any of its Permitted Transferees may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the Holder’s officers or directors; (ii) to any Affiliate(s) of the Holder (including, for the avoidance of doubt, Stephen Fitzpatrick); (iii) in respect of (i) or (ii), in the case of an individual, by gift to a member of such individual’s Immediate Family or to a trust, the beneficiary of which is a member of such individual’s Immediate Family or to a charitable organization; (iv) in respect of (i) or (ii), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (v) in the case of any Permitted Transferee that is a corporation, partnership, limited liability company, trust or other business entity, to any partners (general or limited), members, managers, shareholders or holders of similar equity interests in the Permitted Transferee (or, in each case, its nominee or custodian) or any of its Affiliates; (vi) by virtue of any binding law or order of a governmental entity or by virtue of any Permitted Transferee’s organizational documents upon liquidation or dissolution of the Permitted Transferee; (vii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by a Permitted Transferee (provided that such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers); or (viii) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case made to all holders of Ordinary Shares, involving a Change of Control (including negotiating and entering into an agreement providing for any such transaction), provided, however, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Shares shall remain subject to the Transfer Restriction.

(b)                During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF                     , 2024, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

Promptly upon the Transfer Restriction ceasing to apply in respect of a particular portion of Lock-Up Shares, the Company shall take all reasonable steps required to remove such legend from the certificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the relevant Lock-Up Shares.

(c)                 For the avoidance of any doubt, the Holder (or a Permitted Transferee, if applicable) shall retain all of its rights as a shareholder of the Company with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares.

3.              Miscellaneous.

(a)                 Adjustment. The share prices referenced in this Agreement will be equitably adjusted on account of any changes in the equity securities of the Company by way of stock split, reverse stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means.

(b)                Transfers. If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such transferee of the Lock-Up Shares, as applicable, as one of its equity holders for any purpose. In order to enforce this Section 3(b), the Company may impose stop-transfer instructions with respect to any relevant Lock-Up Shares (and any permitted transferees and assigns thereof), as applicable, until the end of the Lock-Up Period.

(c)                 Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. Except as otherwise provided in this Agreement, this Agreement and all obligations of the Parties are personal to the Parties and may not be transferred or delegated by the Parties at any time.

(d)                Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

(e)                 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York, without giving effect to any choice of law or conflict of law, provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York. Each party hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with this Section 3(e) or in such other manner as may be permitted by applicable law, that such process may be served in the manner of giving notices in Section 3(h) and that nothing in this Section 3(e) shall affect the right of any party to serve legal process in any other manner permitted by applicable law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Federal courts of the United States or the courts of the State of New York, in each case located within the City of New York, in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any order in respect thereof, (c) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Federal courts of the United States or the courts of the State of New York, in each case located within the City of New York, (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same, and (f) agrees that it will not bring any action or proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each party hereto agrees that a final order in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the order or in any other manner provided by applicable law.

(f)                  WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3(f).

(g)                 Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(h)                 Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by e-mail (having obtained electronic delivery confirmation thereof), (iii) one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, provided, however, that notice given pursuant to clauses (iii) and (iv) above shall not be effective unless a duplicate copy of such notice is also given in person or by e-mail (having obtained electronic delivery confirmation thereof), in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice): 

(i)                  Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the Holder. No failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(j)                  Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(k)                 Specific Performance. The Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by the Holder, money damages will be inadequate and the Company will have no adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the Holder in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by the Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

(l)                  Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the Parties under the Investment Agreement or any other Transaction Documentation (as defined in the Investment Agreement). Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Company or any of the obligations of the Holder under any other agreement between the Holder and the Company, or any certificate or instrument executed by the Holder in favor of the Company, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Company or any of the obligations of the Holder under this Agreement.

(m)                Further Assurances. From time to time, at another Party’s request and without further consideration (but at the requesting Party’s reasonable cost and expense), each Party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(n)                 Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Signature Page to Lock-Up Agreement]

[Signature Page to Lock-Up Agreement]

EXHIBIT B

FORM OF WARRANT INSTRUMENT

This instrument (the “Deed”) is made on _______________ 2024

BY:

VERTICAL AEROSPACE LTD., a Cayman Islands exempted company incorporated with limited liability, with its registered office at c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands (the “Company”)

WHEREAS

IT IS AGREED THAT

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

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person;

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

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

“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 and New York, New York, U.S.A. (other than a Saturday or Sunday);

“Certificate” means a certificate evidencing a Warrantholder’s entitlement to the Warrants (as applicable) 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 share capital; 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 are 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 share 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);

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

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

“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;

“Depositary” means The Depositary Trust Company;

“Directors” means the duly appointed directors of the board of 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;

“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;

“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;

“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 Investment Closing Date” shall have the meaning ascribed to such term in the Investment Agreement;

“Investment” shall have the meaning ascribed to such term in the Recitals;

“Investment Agreement” shall have the meaning ascribed to such term in the Recitals; “Investor” shall have the meaning ascribed to such term in the Recitals;

“Lock-up Agreement” shall have the meaning ascribed to such term in the Recitals;

“Ordinary Shares” means the ordinary shares of the Company, par value $0.0001 per share;

“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;

“Register” means the register of the Warrants maintained by the Company at its Registered Office or such other location as the Company may in its absolute discretion determine;

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

“Registration Rights Agreement” shall have the meaning ascribed to such term in the Recitals;

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

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

“Subscription Price” means $5.00 per Warrant Share subject to any adjustments pursuant to Clause 5.1;

“Subscription Rights” means the right to subscribe in cash at the Subscription Price for the Warrant Shares;

“Transfer Agent” shall have the meaning ascribed to such term in Clause 4.4;

“Warrant Purchase Price” shall have the meaning ascribed to such term in the Recitals;

“Warrant Register” shall have the mean the books of the Transfer Agent for the original issuance and the registration of transfer of the Warrants;

“Warrant Shares” means 50,000,000 Ordinary Shares to be received upon exercise of the Warrants;

“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 the Investor; and

“Warrants” means 50,000,000 warrants of the Issuer, which will entitle the holder to purchase one Ordinary Share at a strike price of $5.00 per warrant.

the delivery and payment of which is irrevocable.

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.

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.

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.

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.

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

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.

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.

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

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 18, “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.

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.

SCHEDULE 1
FORM OF CERTIFICATE AND NOTICE OF EXERCISE

Part 1

FORM OF CERTIFICATE

VERTICAL AEROSPACE LTD.

(the “Company”)

WARRANT CERTIFICATE

WARRANTS

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 [ l ] 2024 (the “Warrant Instrument”) and has the right to subscribe in cash at the Subscription Price for 50,000,000 Warrant Shares on the terms set out in the Warrant Instrument. The Warrants are 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 the Warrants:

Name:

Imagination Aero Investments Limited

Address:

United House, 9 Pembridge Road, London, W11 3JY United Kingdom

Date of Issue:                                   2024

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.

Part 2

FORM OF EXERCISE NOTICE

NOTICE OF EXERCISE

To:         The Directors

VERTICAL AEROSPACE LTD.

Unit 1 Camwal Court, Chapel Street, Bristol BS2 0UW, United Kingdom

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 [ l ] 2024.

We hereby exercise the Subscription Rights in respect of the Warrant 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 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:

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

SCHEDULE 2
REGISTER AND NOTICES

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.

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

EXHIBIT C 

FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ l ], 2024, is by and between Imagination Aero Investments Limited (the “Investor”) and Vertical Aerospace Ltd., a Cayman Islands exempted company with limited liability (the “Company”).

RECITALS

WHEREAS, the Company and the Investor have entered into that certain Investment Agreement dated as of [ l ], 2024 (the “Investment Agreement”), pursuant to which the Investor agreed to purchase, and the Company agreed to issue and sell to the Investor, up to $50,000,000 of newly issued Ordinary Shares (as defined below) and Warrants (as defined below) at purchase price specified in the Investment Agreement, resulting in aggregate gross proceeds of up to $50 million to the Company (the “Investment”).

WHEREAS, concurrently with the execution of this Agreement, the Company is entering into a warrant instrument (the “Warrant Instrument”), pursuant to which, among other things, the Company agreed to issue to the Investor the Warrants in accordance with the Investment Agreement and the terms set forth therein.

WHEREAS, concurrently with the execution of this Agreement, the Investor is entering into a lock-up agreement with the Company (the “Lock-Up Agreement”), pursuant to which, among other things, the Investor agrees not to transfer the Shares (as defined below) for a certain period of time following issuance of the Shares, subject to certain exceptions specified therein.

Pursuant to the terms of, and in consideration for the Investor entering into, the Investment Agreement, and to induce the Investor to execute and deliver the Investment Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable Securities (as defined herein) as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the Investment Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Company and the Investor hereby agree as follows:

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Investment Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Agreement” shall have the meaning given in the Preamble.

“Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

“Closing Date” shall mean the date of this Agreement.

“Commission” means the U.S. Securities and Exchange Commission or any successor entity.

“Company” shall have the meaning given in the Preamble.

“Effective Date” means the date that the applicable Registration Statement has been declared effective by the Commission.

“Effectiveness Deadline” means (i) with respect to the Initial Registration Statement required to be filed pursuant to Section 2.1(a), the earlier of (A) the 90th calendar day after the Filing Deadline, if such Registration Statement is subject to review by the Commission, and (B) the 60th calendar day after the Filing Deadline, if the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be reviewed and (ii) with respect to any New Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier of (A) the 90th calendar day following the Filing Deadline if such Registration Statement is subject to review by the Commission, and (B) the 45th calendar day following the Filing Deadline if the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be reviewed.

“Eligible Market” means The New York Stock Exchange, Inc., NYSE AMEX Equities, the NASDAQ Global Select Market, The NASDAQ Global Market or the NASDAQ Capital Market.

“Filing Deadline” means (i) with respect to the Initial Registration Statement required to be filed pursuant to Section 2.1(a), the 45th calendar day following the expiration of the lock-up period in respect of the Further Investment Shares (as such term is defined in the Lock-Up Agreement) (or if such day is not a Business Day, the next following Business Day), and (ii) with respect to any New Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the 45th calendar day following the date on which the Staff of the Commission will permit such New Registration Statement to be filed with the Commission or the most recent prior New Registration Statement, as applicable, or such other date as permitted by the Commission.

“Initial Registration Statement” shall have the meaning given in Section 2.1(a).

“Investment” shall have the meaning given in the Recitals hereto.

“Investment Agreement” shall have the meaning given in the Recitals hereto.

“Investment Shares” means the Initial Investment Shares, the Further Investment Shares and, if applicable, the Additional Further Investment Shares issued to the Investor pursuant to the Investment Agreement, in each case as such term is defined in the Investment Agreement.

“Investor” shall have the meaning given in the Preamble hereto.

“Legal Counsel” shall have the meaning given in Section 2.3.

“Lock-Up Agreement” shall have the meaning given in the Recitals hereto.

“Maximum Number of Securities” shall have the meaning given in Section 2.2(c).

“New Registration Statement” shall have the meaning given in Section 2.4.

“Offering” shall have the meaning given in Section 2.1(b). 

“Offering Notice” shall have the meaning given in Section 2.1(b).

“Ordinary Shares” means the ordinary shares of the Company, par value $0.0001 per share.

“Person” means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company, trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.

“Piggyback Registration” shall have the meaning given in Section 2.2(a).

“Prior Holder” means a “Holder” as defined in the Prior Registration Rights Agreement.

“Prior Holder Securities” means those securities that constitute “Registrable Securities” under the Prior Registration Rights Agreement.

“Prior Registration Rights Agreement” means the Registration Rights Agreement, dated December 15, 2021, by and among the Company, the holders listed in Exhibit A attached thereto and Broadstone Acquisition Corp. for the limited purpose set forth in Section 5.5 thereto.

“Prospectus” means the prospectus in the form included in the Registration Statement at the applicable Effective Date of the Registration Statement, as supplemented from time to time by any Prospectus Supplement, including the documents incorporated by reference therein.

“Prospectus Supplement” means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein.

“register,” “registered” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 and the declaration of effectiveness of such Registration Statement(s) by the Commission.

“Registrable Securities” means the Shares and any share capital of the Company issued or issuable with respect to such Shares as a result of any share subdivisions, share capitalizations, reorganizations, recapitalizations, exchange or similar event or otherwise, in each case until such time as such securities cease to be Registrable Securities pursuant to Section 2.7.

“Registration Statement” means a registration statement or registration statements of the Company (including any New Registration Statement, as the content may require) filed under the Securities Act covering the resale by the Investor of Registrable Securities, as such registration statement or registration statements may be amended and supplemented from time to time, including all documents filed as part thereof or incorporated by reference therein.

“Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation of the Commission that may at any time permit the Investor to sell securities of the Company to the public without registration.

“Rule 415” means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation of the Commission providing for offering securities on a delayed or continuous basis.

“Shares” shall mean the Investment Shares and the Warrant Shares.

“Staff” shall have the meaning given in Section 2.4.

“Trading Day” shall mean any day on which the Trading Market or, if the Ordinary Shares are then listed on an Eligible Market, such Eligible Market is open for trading (regular way), including any day on which the Trading Market (or such Eligible Market, as applicable) is open for trading (regular way) for a period of time less than the customary time.

“Trading Market” means The New York Stock Exchange, Inc.

“Transaction Documentation” shall have the meaning given to it in the Investment Agreement.

“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.

“Warrants” “means warrants of the Company, which will entitle the holder to purchase one Ordinary Share at a strike price of $5.00 per warrant and will be governed by the Warrant Instrument.

“Warrant Instrument” shall have the meaning given in the Recitals hereto.

“Warrant Shares” shall mean the Ordinary Shares represented by the Warrants to be issued to the Investor in accordance with the Investment Agreement and the Warrant Instrument.

Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and, pursuant thereto, during the term of this Agreement, the Company shall have the following obligations:

With a view to making available to the Investor the benefits of Rule 144, the Company agrees to:

[Signature Pages Follow]

IN WITNESS WHEREOF, Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

[Registration Rights Agreement – Signature Page] 

[Registration Rights Agreement – Signature Page]

EXHIBIT D

FORM OF SIDE LETTER

SF RESERVED MATTERS LETTER AGREEMENT

This SF RESERVED MATTERS LETTER AGREEMENT (this “Agreement”), dated as of ______________, 2024, is entered into by and between Stephen Fitzpatrick (the “Rights Holder”) and Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company”). The Rights Holder and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Investment Agreement (as defined below).

WHEREAS, the Company and Imagination Aero Investments Limited, a company incorporated in England and Wales (the “Investor”), entered into that certain Investment Agreement dated as of _______________, 2024, pursuant to which the Investor agreed to make an investment of up to $50,000,000 into the Company by way of a subscription for Ordinary Shares and Warrants (the “Investment Agreement”).

NOW, THEREFORE, in consideration of the investment made by the Investor, an Affiliate (as defined below) of the Rights Holder, the Parties hereby agree as follows:

1.            Definitions. For purposes of this Agreement:

(a)          the term “Affiliates” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person;

(b)           the term “Articles” means the memorandum and articles of association of the Company in effect from time to time;

(c)           the term “Board” means the Company’s board of directors; and

(d)          the term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in London, England, the Cayman Islands and New York City.

2.            Consent of the Rights Holder.

(a)           So long as the Rights Holder holds, directly or indirectly through his Affiliates, greater than 10% of the Ordinary Shares issued and outstanding, the Company shall not propose the adoption of any amendment to the Articles that, once adopted, will materially and adversely affect the rights of the Rights Holder in respect of the appointment and removal of directors as set forth in the Articles, unless the Rights Holder delivers a prior written consent to the Company.

(b)           So long as the Rights Holder holds, directly or indirectly through his Affiliates, greater than 25% of Ordinary Shares issued and outstanding, the Company shall not take any action to increase the maximum number of directors that can sit on the Board as set out in the Articles, unless the Rights Holder delivers a prior written consent to the Company.

3.           Veto Right of the Rights Holder. So long as the Rights Holder holds, directly or indirectly through his Affiliates, greater than 50% of Ordinary Shares issued and outstanding, the Rights Holder shall have a right to veto:

(a)           the Board’s appointment of any individual to serve as the chair of the Board; and

(b)          any issuance by the Company of Ordinary Shares or new instruments convertible into or exchangeable or exercisable for Ordinary Shares, following which:

(i)            the Rights Holder, directly or indirectly through his Affiliates, would own less than 50.1% of the Company’s issued and outstanding Ordinary Shares immediately following such issuance; or

(ii)           the Rights Holder, directly or indirectly through his Affiliates, would own less than 50.1% of the Company’s Ordinary Shares on a fully diluted basis at any time, having taken into account the exercise or exchange of all warrants, options and other similar instruments and the conversion of any outstanding convertible notes prior to their maturity date (including pursuant to any adjusted conversion mechanics as a result of such issuance and reflecting all applicable accrued interest).

4.            Board Approval and Veto Process. If the Board passes a resolution approving any of the matters set out in clause 3 above, such approval shall be conditional upon (a) the Company receiving a written notice from the Rights Holder that he will not exercise his veto right in respect of such matter approved by the Board or (b) not receiving notice of a veto from the Rights Holder in accordance with this Agreement. Promptly following the passing of such Board resolution, the Company shall deliver written notice to the Rights Holder (the “Resolution Notice”), and the Rights Holder may exercise his veto right under this Agreement by delivering written notice of his veto to the Company within five Business Days of receipt of the Resolution Notice.

5.            Current Obligations. Nothing in this Agreement shall (a) limit the performance of the Company’s outstanding contractual obligations as of January 21, 2024, or (b) give the Rights Holder any veto right over the performance of any such obligations or the issuance of any Ordinary Shares, options or other securities of the Company in accordance with applicable employee incentive plans.

6.            Miscellaneous.

(a)            Termination. This Agreement shall automatically terminate and be of no further force or effect upon such time as the Rights Holder and the Rights Holder’s Affiliates hold less than 10% of Ordinary Shares issued and outstanding, unless the Parties agree in writing to terminate this Agreement prior to such time.

(b)            Assignment. This Agreement and all obligations of the Parties are personal to the Parties and may not be transferred or delegated by the Parties at any time.

(c)            Third Parties. Nothing contained in this Agreement shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a Party.

(d)          Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York, without giving effect to any choice of law or conflict of law, provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York. Each Party agrees that (a) any actions or proceedings arising in connection with this Agreement shall be brought, tried and determined only in the Federal courts of the United States or the courts of the State of New York, in each case located within the City of New York and (b) it will not bring any action or proceeding relating to this Agreement in any court other than the aforesaid courts. Each Party agrees that a final order in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the order or in any other manner provided by applicable law.

(e)        WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

(f)           Notices. All notices and communications required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three (3) Business Days after the date of overnight mailing, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

(g)          Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company and the Rights Holder. No failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(h)          Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(i)          Entire Agreement. This Agreement, the Investment Agreement and the Articles (as in effect from time to time) constitute the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly canceled.

(j)          Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

[SF Reserved Matters Letter Agreement – Signature Page]

[SF Reserved Matters Letter Agreement – Signature Page]

EXHIBIT E

FORM OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF VERTICAL AEROSPACE LTD.

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

VERTICAL AEROSPACE LTD.

(ADOPTED BY SPECIAL RESOLUTION DATED DECEMBER 1, 2021 AND EFFECTIVE ON DECEMBER 1, 2021)

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

VERTICAL AEROSPACE LTD.

(ADOPTED BY SPECIAL RESOLUTION DATED DECEMBER 1, 2021 AND EFFECTIVE ON DECEMBER 1, 2021)

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

VERTICAL AEROSPACE LTD.

(ADOPTED BY SPECIAL RESOLUTION DATED DECEMBER 1, 2021 AND EFFECTIVE ON DECEMBER 1, 2021)

The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up shares. The Company may also on any issue of shares pay such brokerage as may be lawful.

The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any share other than an absolute right to the entirety thereof in the holder.

Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.

For purposes of this Article 21, the term “Proposing Person” shall mean (i) the Member providing the notice of business proposed to be brought before an annual general meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such Member in such solicitation.

For purposes of this Article 22, the term “Nominating Person” shall mean (i) the Member providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, and (iii) any other participant in such solicitation.

In addition to the requirements of this Article 22 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

Any corporation or other entity which is a Member may, by resolution of its directors, other governing body or authorised individual(s), authorise such person as it thinks fit to act as its representative at any general meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member.

If a clearing house or depository (or its nominee) is a Member it may, by resolution of its directors, other governing body or authorised individual(s) or by power of attorney, authorise such person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company or at any general meeting of any class of Members; provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. A person so authorised pursuant to this provision shall be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual Member of the Company holding the number and class of shares specified in such authorisation.

Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

Subject to these Articles, the office of Director shall be vacated, if the Director:

A Director of the Company who is present at a meeting of the Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent or abstention shall be entered in the Minutes of the meeting or unless he shall file his written dissent or abstention from such action with the person acting as the chairman or Secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention by registered post to such person immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favour of such action.

The Company shall cause to be kept in one or more books at its office a register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the Statute. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Statute.

Subject to the Statute and these Articles, the Directors may capitalise any sum standing to the credit of any of the Company’s reserve accounts (including a share premium account or a capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend and to apply such sum on their behalf in paying up in full unissued shares for allotment and distribution credited as fully paid up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31 in each year and shall begin on the day following.

Subject to these Articles, the Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

The Company shall, with the approval of a Special Resolution, have the power to merge or consolidate with one or more constituent companies (as defined in the Statute), upon such terms as the Directors may determine.

Exhibit 99.2 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

VERTICAL AEROSPACE LTD.

Incorporated and registered in the Cayman Islands

(Company Registration No: 376116)

(the "Company")

Circular relating to an Extraordinary General Meeting to consider, and if thought fit, pass the Resolutions detailed herein.

Notice of an Extraordinary General Meeting of Vertical Aerospace Ltd. to be held at 9:30 a.m. London time on March 13, 2024 at the offices of the Company: 4th Floor, United House, 9 Pembridge Road, London W11 3JY, United Kingdom, for the sole purpose of considering and, if thought fit, passing the resolutions set out herein in Schedule A.

Only shareholders of record of the Company as of the close of business on March 3, 2024 are entitled to receive the notice of, and to vote at, the Extraordinary General Meeting. Each ordinary share of the Company, par value $0.0001 per share (the “ordinary share”) entitles the holder thereof to one vote.

The accompanying form of proxy for use by shareholders should be completed and returned in accordance with the instructions printed thereon so as to be received by the Company (details for delivery below) as soon as possible and in any event not less than 24 hours before the appointed time of the Extraordinary General Meeting. Completion and return of the form of proxy by a shareholder will not preclude him, her or it from attending and voting in person at the Extraordinary General Meeting. In such event the relevant form of proxy will be deemed to be revoked.

VERTICAL AEROSPACE LTD.

Registered Office: Walkers Corporate Limited; 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008; Cayman Islands

February 22, 2024

To all shareholders of the Company

Dear Shareholder

On behalf of the Company, we are pleased to invite you to the Extraordinary General Meeting to be held at at 9:30 a.m. London time on March 13, 2024 at the offices of the Company: 4th Floor, United House, 9 Pembridge Road, London W11 3JY, United Kingdom. Only shareholders of record of the Company as of the close of business on March 3, 2024 are entitled to notice of, and to vote at, the Extraordinary General Meeting. Each ordinary share of the Company entitles the holder thereof to one vote.

As previously announced on January 22, 2024, the Company entered into a legally binding term sheet agreement (the “Legally Binding Term Sheet”) with Stephen Fitzpatrick, the Company’s founder, majority shareholder, Chief Executive Officer and director, in respect of a commitment by Mr. Fitzpatrick to provide up to $50 million of funding to the Company in the form of an equity investment (the “SF Investment”). On February 22, 2024, as contemplated by the Legally Binding Term Sheet, the Company entered into an investment agreement (the “Investment Agreement”) with Imagination Aero Investments Limited, a company incorporated in England and Wales with company number 15467761, which is wholly owned by Mr. Fitzpatrick.

As part of the SF Investment, certain changes to the Company’s current amended and restated memorandum and articles of association (the “Articles”) are contemplated with respect to, among others, the composition of the board of directors and proceedings at shareholder meetings. As amendment to the Company’s Articles requires shareholder approval, we are convening this Extraordinary General Meeting to consider and vote upon the proposal to amend and restate the Company’s Articles pursuant to a second amended and restated memorandum and articles of association (the “Second A&R M&A”) in the form set forth in Schedule B of this Circular, which reflects, among others, certain amendments to the Articles as contemplated by the SF Investment (the “SF Articles Amendment Proposal”).

In addition, the board of directors of the Company (the “Board”) deems it advisable and in the best interests of the Company and its shareholders for the Company to hold an annual shareholders’ meeting for the holders of its ordinary shares during each fiscal year. Accordingly, the Board will also put to a vote before the Extraordinary General Meeting its proposal to amend the Company’s Articles, in the form set forth in Schedule B of this Circular, to include a requirement for the Company to hold an annual general meeting during each fiscal year of the Company along with certain other changes in relation to the annual general meeting (the “AGM Articles Amendment Proposal” and together with the SF Articles Amendment Proposal, the “Articles Amendment Proposals”).

The Board unanimously recommends a vote “for” the Articles Amendment Proposals. The Articles Amendment Proposals are more fully described below in this Circular, and we encourage you to read this Circular and the additional documentation referred to in it carefully, especially the form of Second A&R M&A set forth in Schedule B of this Circular, which contains the definitive form of the proposed amendments to the Articles under the Articles Amendment Proposals. We hope you will agree with the recommendation of the Board to adopt the proposed amendments to the Articles by approving the Articles Amendment Proposals.

We value and thank you for your continued support and look forward to welcoming you to our Extraordinary General Meeting on March 13, 2024.

Yours faithfully

The Board

For and on behalf of incorporated in the Cayman Islands

VERTICAL AEROSPACE LTD.

SCHEDULE A

VERTICAL AEROSPACE LTD.

(Company Registration No.: 376116)

NOTICE OF AN EXTRAORDINARY GENERAL MEETING

OF THE SHAREHOLDERS OF THE COMPANY

NOTICE is hereby given that an Extraordinary General Meeting of Vertical Aerospace Ltd. (the “Company”) will be held at 9:30 a.m. London time on March 13, 2024 at the offices of the Company: 4th Floor, United House, 9 Pembridge Road, London W11 3JY, United Kingdom, for the sole purpose of considering and, if thought fit, passing the following resolutions as Special Resolutions:

Special Resolutions:

RESOLVED BY SPECIAL RESOLUTION THAT:

the existing amended and restated memorandum and articles of association of the Company (the “Articles”) be and are hereby amended and restated and shall be replaced by the second restated and amended memorandum and articles of association (“Second A&R M&A”) in the form attached hereto as Schedule B.

The following descriptions summarize the proposed amendments to the Articles in accordance with the SF Investment (the “SF Articles Amendments”). In order to fully understand and evaluate each of the proposed SF Articles Amendments, shareholders must refer to the form of the Second A&R M&A attached as Schedule B to this Circular, with the insertions in relation to the SF Articles Amendments indicated by single-underlined and bold text.

Under the SF Articles Amendments, the Articles are proposed to be amended to:

(each an “Appointed Director” and for clarity, for as long as he remains a director of the Board, Mr. Fitzpatrick shall be considered an Appointed Director);

The following descriptions summarize the amendments to the Articles in accordance with the proposal by the Board to require the Company to hold an annual general meeting (the “AGM Articles Amendments”). In order to fully understand and evaluate each of the proposed AGM Articles Amendments, shareholders must refer to the form of the Second A&R M&A attached as Schedule B to this Circular, with the insertions in relation to the AGM Articles Amendments indicated by double-underlined and bold text.

Under the AGM Articles Amendments, the Articles are proposed to be amended to:

Dated this 22nd day of February 2024

By Order of the Board.

Notes:

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Extraordinary General Meeting and/or any adjournment thereof, a shareholder of the Company (i) consents to the collection, use and disclosure of the shareholder’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the Extraordinary General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Extraordinary General Meeting (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the shareholder discloses the personal data of the shareholder’s proxy(ies) and/or representative(s) to the Company (or its agents), the shareholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the shareholder will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the shareholder’s breach of warranty.

The completed proxy form should be received by the Company (details for delivery below) as soon as possible and in any event not less than 24 hours before the appointed time of the Extraordinary General Meeting.

I/We    [please insert full name] ________________________________________________________________________________________________

of         [please insert company name (if applicable)] ________________________________________________________________________________

being a Shareholder/Shareholders of the above named Company hereby appoint

the Chairman of the Meeting (if you would like someone other than the Chairman to serve as your proxy, strike out the Chairman and provide details below of any substitute proxy)

or          [please insert proxy name (if applicable)] __________________________________________________________________________________

of           [please insert proxy's organisation / role (if applicable)] ______________________________________________________________________

as my/our proxy to vote for me/us on my/our behalf in the manner indicated on the next page at the Extraordinary General Meeting of the Company at which I/we are entitled to vote to be held 9:30 a.m. London time on March 13, 2024 at the offices of the Company: 4th Floor, United House, 9 Pembridge Road, London W11 3JY, United Kingdom, and at any adjourned such meeting (the “Meeting”).

Note: A holder of shares of the Company entitled to attend and vote at the Extraordinary General Meeting of the Company is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a holder of shares.

Resolutions

1.         Special Resolutions of Shareholders at an Extraordinary General Meeting of the Company

IT IS HEREBY RESOLVED AS A SPECIAL RESOLUTION THAT:

the existing amended and restated memorandum and articles of association of the Company (the “Articles”) be and are hereby amended and restated and shall be replaced by the second amended and restated memorandum and articles of association (“Second A&R M&A”) in the form attached hereto as Schedule B.

If you wish to exercise all your votes For or Against, please tick with "ü".

Alternatively, please indicate the number of votes For or Against the Resolutions.

Notes:

SCHEDULE B

SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Insertions in relation to the SF Articles Amendments are indicated by single-underlined and bold text. Insertions in relation to the AGM Articles Amendments are indicated by double-underlined and bold text. Deletions are indicated by strikethrough text.

THE COMPANIES ACT (AS REVISED) 

OF THE CAYMAN ISLANDS 

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED 

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

VERTICAL AEROSPACE LTD.

(ADOPTED BY SPECIAL RESOLUTION DATED DECEMBER 1, 2021[· ], 2024AND EFFECTIVE ON

DECEMBER 1[ · ], 2024)

THE COMPANIES ACT (AS REVISED) 

OF THE CAYMAN ISLANDS 

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED 

MEMORANDUM OF ASSOCIATION 

OF

VERTICAL AEROSPACE LTD.

(ADOPTED BY SPECIAL RESOLUTION DATED DECEMBER 1, 2021 [· ], 2024AND EFFECTIVE ON DECEMBER 1 [ · ], 2021 2024)

THE COMPANIES ACT (AS REVISED) 

OF THE CAYMAN ISLANDS 

COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED 

ARTICLES OF ASSOCIATION 

OF 

VERTICAL AEROSPACE LTD.

(ADOPTED BY SPECIAL RESOLUTION DATED DECEMBER 1, 2021 [· ], 2024AND

EFFECTIVE ON DECEMBER 1 [ · ], 2021 2024)

TABLE A

The Regulations contained or incorporated in Table 'A' in the First Schedule of the Statute shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.