REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2020 • Broadstone Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 10, 2020, is made and entered into by and among Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), Broadstone Sponsor LLP, a United Kingdom limited liability partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Broadstone Acquisition Corp. 30,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2020 • Broadstone Acquisition Corp. • Blank checks • New York
Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are define
Broadstone Acquisition Corp. 7 Portman Mews South Marylebone, London W1H 6AY United KingdomBroadstone Acquisition Corp. • September 8th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 19, 2020 by and between Broadstone Sponsor LLP, a limited liability partnership incorporated in England and Wales with registered number OC431761 (the “Subscriber” or “you”), and Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 8,625,000 Class B ordinary shares of $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 8th, 2020 • Broadstone Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [_____], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Broadstone Sponsor LLP, a United Kingdom limited liability partnership (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 8th, 2020 • Broadstone Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2020, by and between BROADSTONE ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 16th, 2020 • Broadstone Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 10, 2020 by and between Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • September 16th, 2020 • Broadstone Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 10, 2020, is by and between Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
Broadstone Acquisition Corp.Letter Agreement • September 8th, 2020 • Broadstone Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as d
BROADSTONE ACQUISITION CORP. Marylebone, London W1H 6AY United KingdomLetter Agreement • September 16th, 2020 • Broadstone Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Broadstone Acquisition Corp. (the “Company”) and Broadstone Sponsor LLP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Voting and SUPPORT AGREEMENTVoting and Support Agreement • June 11th, 2021 • Broadstone Acquisition Corp. • Blank checks • England and Wales
This Voting and Support Agreement (this “Agreement”), dated as of June __, 2021, is entered into as a deed by and among the following (each a “Party” and collectively the “Parties”): (i) Broadstone Acquisition Corp., a Cayman Islands exempted company (“Broadstone”), (ii) Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (“Pubco”), (iii) Vertical Aerospace Group Ltd., a company limited by shares incorporated in England and Wales under registration number 12590994 (the “Company”); and (iv) the parties whose names and addresses are listed on Schedule A hereto (each a “Shareholder” and collectively the “Shareholders”). Certain capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
BROADSTONE ACQUISITION CORP. Marylebone, London W1H 6AY United KingdomLetter Agreement • September 8th, 2020 • Broadstone Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Broadstone Acquisition Corp. (the “Company”) and Broadstone Sponsor LLP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • June 11th, 2021 • Broadstone Acquisition Corp. • Blank checks • England and Wales
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of June 10, 2021, is entered into as a deed by and among Broadstone Sponsor LLP, a United Kingdom limited liability partnership (the “Sponsor”), Broadstone Acquisition Corp., a Cayman Islands exempted company (“Broadstone”), Vertical Aerospace Group Ltd., a company limited by shares incorporated in England and Wales under registration number 12590994 (the “Company”), Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (“Pubco”) and Vertical Merger Sub Ltd., a Cayman Islands exempted company incorporated with limited liability (“Merger Sub”). The Sponsor, Broadstone 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 Business Combination Agreement (as defined below).
