REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2020 • Atlas Crest Investment Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 27, 2020, is made and entered into by and among Atlas Crest Investment Corp., a Delaware corporation (the “Company”), Atlas Crest Investment LLC, a Delaware limited liability company (the “Sponsor”) and 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”).
ATLAS CREST INVESTMENT CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2020 • Atlas Crest Investment Corp. • Blank checks • New York
The undersigned, Atlas Crest Investment Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 2nd, 2020 • Atlas Crest Investment Corp. • Blank checks • New York
Atlas Crest Investment Corp. New York, New York 10022Atlas Crest Investment Corp. • October 2nd, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on August 26, 2020 by and between Atlas Crest Investment LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Atlas Crest Investment Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 14,375,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,875,000 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:
October 27, 2020Letter Agreement • November 2nd, 2020 • Atlas Crest Investment Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Atlas Crest Investment Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., 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 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 2nd, 2020 • Atlas Crest Investment Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 27, 2020, by and between Atlas Crest Investment Corp., a Delaware corporation (the “Company”), and _______ (“Indemnitee”).
Archer Aviation Inc. Shares of Class A Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • November 13th, 2023 • Archer Aviation Inc. • Aircraft • New York
Archer Aviation Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Indemnity AgreementIndemnity Agreement • September 22nd, 2021 • Archer Aviation Inc. • Aircraft • Delaware
This Indemnity Agreement, dated as of _____________, 202_ is made by and between Archer Aviation Inc., a Delaware corporation (the “Company”), and _____________________, a director, officer or key employee of the Company or one of the Company’s Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • November 2nd, 2020 • Atlas Crest Investment Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 27, 2020, is by and between Atlas Crest Investment Corp., a Delaware corporation (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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 2nd, 2020 • Atlas Crest Investment Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 27, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Atlas Crest Investment Corp., a Delaware corporation (the “Company”), and Atlas Crest Investment LLC, a Delaware limited liability company (the “Purchaser”).
October 27, 2020Letter Agreement • July 1st, 2021 • Atlas Crest Investment Corp. • Aircraft • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Atlas Crest Investment Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., 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 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined
Cantor Fitzgerald & Co. New York, New York 10022 October 27, 2020Atlas Crest Investment Corp. • November 2nd, 2020 • Blank checks • New York
This is to confirm our agreement whereby Atlas Crest Investment Corp., a Delaware corporation (“Company”), has requested Cantor Fitzgerald & Co. (“Cantor”) and Moelis & Company LLC (“Moelis”, together, the “Advisors” and each an “Advisor”) to assist it in connection with the Company engaging in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-249289) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • May 12th, 2022 • Archer Aviation Inc. • Aircraft • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [ ] (the “Executive”) and Archer Aviation Inc., a Delaware corporation (the “Company”), on [ ], 2022, and is effective as of [ ], 2022 (the “Effective Date”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 3rd, 2021 • Atlas Crest Investment Corp. • Aircraft
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of the Effective Date among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership, as a lender (“Innovation” and with SVB and each of the other lenders from time to time a party hereto collectively the “Lenders” and each individually a “Lender”), and (d) the borrower listed on Schedule I hereto (“Borrower”). The parties agree as follows:
WARRANT TO PURCHASE SHARES of ARCHER AVIATION INC.Archer Aviation Inc. • March 14th, 2022 • Aircraft • Delaware
THIS CERTIFIES THAT, for value received, FCA Italy S.p.A., a company organized and existing under the laws of Italy, or its registered assigns (the “Holder”), is entitled, subject to the terms and conditions set forth herein, to purchase from ARCHER AVIATION INC., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth herein. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.
Atlas Crest Investment Corp.Atlas Crest Investment Corp. • November 2nd, 2020 • Blank checks • New York
This letter agreement by and between Atlas Crest Investment Corp. (the “Company”) and Atlas Crest Investment LLC (“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”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2023 • Archer Aviation Inc. • Aircraft • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 3, 2023 (the “Effective Date”), by and between Archer Aviation Inc., a Delaware corporation (the “Company”) and Stellantis N.V., a company organized and existing under the laws of Netherlands (the “Holder”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Forward Purchase Agreement (as defined below).
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT BY AND AMONG ATLAS CREST INVESTMENT CORP., ARTEMIS ACQUISITION SUB INC., AND ARCHER AVIATION INC. DATED AS OF JULY 29, 2021Business Combination Agreement • July 29th, 2021 • Atlas Crest Investment Corp. • Aircraft • Delaware
This AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 29, 2021, is made by and among Atlas Crest Investment Corp., a Delaware corporation (“Atlas”), Artemis Acquisition Sub Inc., a Delaware corporation (“Merger Sub”), and Archer Aviation Inc., a Delaware corporation (the “Company”). Atlas, Merger Sub, and the Company shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
On behalf of Archer Aviation Inc. (the “Company” or “New Archer”), being the public company resulting from the business combination of Atlas Crest Investment Corp., Artemis Acquisition Sub Inc., and Archer Aviation Inc. (“Archer”) pursuant to the...Confidentiality Agreement • September 22nd, 2021 • Archer Aviation Inc. • Aircraft
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2021 • Archer Aviation Inc. • Aircraft • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of September 16, 2021 (the “Effective Date”) by and among Atlas Crest Investment Corp., a Delaware corporation (the “Company”) and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
SUBLEASELease Agreement • August 10th, 2021 • Atlas Crest Investment Corp. • Aircraft • California
THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of July 1, 2020, and is made by and between Aurora Innovation, Inc., a Delaware corporation (“Sublessor”), and Archer Aviation, Inc., a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • February 10th, 2021 • Atlas Crest Investment Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of February 10, 2021, is made by and among Atlas Crest Investment LLC, a Delaware limited liability company (the “Sponsor”), Atlas Crest Investment Corp., a Delaware corporation (“Atlas”), Archer Aviation Inc., a Delaware corporation (the “Company”) and, solely for purposes of Sections 5, 7 and 8 (and the other sections of this Agreement solely to the extent relating to Sections 5, 7 and 8), certain individuals, each of whom is a member of Atlas’s board of directors and/or management (the “Insiders”). The Sponsor, Atlas, the Company and the Insiders (solely for purposes of Sections 5, 7 and 8 (and the other sections of this Agreement solely to the extent relating to Sections 5, 7 and 8)) 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).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 10th, 2021 • Atlas Crest Investment Corp. • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Atlas Crest Investment Corp., a Delaware corporation (“Atlas”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Atlas, Artemis Acquisition Sub Inc., a Delaware corporation (“Merger Sub”) and Archer Aviation Inc., a Delaware corporation (the “Company”), pursuant to which, among other things, the parties will effect the consummation of a series of related transactions to effect the business combination contemplated thereby and Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, the Company will be a wholly-owned subsidiary of Atlas, on the terms and
STORAGE/R&D SPACE LICENSE AGREEMENTAtlas Crest Investment Corp. • August 10th, 2021 • Aircraft • California
= Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. FORWARD PURCHASE AGREEMENTForward Purchase Agreement • January 9th, 2023 • Archer Aviation Inc. • Aircraft • Delaware
This Forward Purchase Agreement (this “Agreement”) is entered into as of January 3, 2023, by and between Archer Aviation Inc., a Delaware corporation (the “Company”), and Stellantis N.V., a company organized and existing under the laws of the Netherlands (the “Purchaser”).
WARRANT TO PURCHASE SHARES of ARCHER AVIATION INC.Archer Aviation Inc. • March 14th, 2022 • Aircraft • Delaware
THIS CERTIFIES THAT, for value received, United Airlines, Inc. ("United”), or its registered assigns (the “Holder”), is entitled, subject to the terms and conditions set forth herein, to purchase from ARCHER AVIATION INC., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth herein. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.
LEASE NC INVESTMENTS, LLC, a Delaware limited liability company as Landlord, and ARCHER AVIATION INC., a Delaware corporation as TenantAtlas Crest Investment Corp. • August 10th, 2021 • Aircraft • California
This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Lease. Each reference in the Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.
ContractForm of Subscription Agreement • August 10th, 2023 • Archer Aviation Inc. • Aircraft
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • August 15th, 2023 • Archer Aviation Inc. • Aircraft
This Restricted Stock Purchase Agreement (this “Agreement”) is made and entered into as of August 10, 2023 (the “Effective Date”) by and between Archer Aviation Inc. (the “Company”), a Delaware corporation, and Gibson, Dunn & Crutcher LLP (“Purchaser”).
100494\14214155v13 ARTICLE 8 DEFAULTS 8.1 Default of Tenant ................... ............................................................................... ........... 38 8.2 Remedies ......................................................Archer Aviation Inc. • May 12th, 2022 • Aircraft • California
LEASE AGREEMENTLease Agreement • August 10th, 2021 • Atlas Crest Investment Corp. • Aircraft • California
THIS LEASE AGREEMENT is dated for reference purposes only as of this 11th day of December 2020, between Jack Dymond Lathing Co., LLC, a California limited liability company (“Landlord”), and the Tenant named below.
SUBLEASE AGREEMENT BETWEEN DELTA MIKE ENTERPRISES, LLC AND ARCHERSublease Agreement • August 10th, 2021 • Atlas Crest Investment Corp. • Aircraft • California
· In consideration for the Original Term and Renewal Term, Lessee agrees to a one-time payment to lessor on March 1, 2021 of forty-five thousand and 00/100 $45,00000. This payment of $45,000.00 will be used solely for the replacement and ADA compliance of exterior stairs on the southwest corner of the building, stairs inside on the west side of the building and an added door to the main hangar doors on the North East side of the building. These repairs are required for Lessees ingress and egress to leased areas. For consideration of these repairs lessor will discount first month’s rent by $3,000.00 and reimburse Lessee $45,000.00 in the form rental abatement of $1,596.52 per month for 23 months starting February 1, 2021.
WARRANT TO PURCHASE SHARES of ARCHER AVIATION INC.Atlas Crest Investment Corp. • August 3rd, 2021 • Aircraft • Delaware
THIS CERTIFIES THAT, for value received, Mesa Air Group, Inc. (“Mesa”), or its registered assigns (the “Holder”), is entitled, subject to the terms and conditions set forth herein, to purchase from ARCHER AVIATION INC., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth herein. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.
ContractArcher Aviation Inc. • January 9th, 2023 • Aircraft • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW UNLESS, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN A FORWARD PURCHASE AGREEMENT, DATED AS OF JANUARY 3, 2023, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE ISSUER.
AMENDED AND RESTATED SPONSOR LETTER AGREEMENTSponsor Letter Agreement • July 29th, 2021 • Atlas Crest Investment Corp. • Aircraft
This AMENDED AND RESTATED SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of July 29, 2021, is made by and among Atlas Crest Investment LLC, a Delaware limited liability company (the “Sponsor”), Atlas Crest Investment Corp., a Delaware corporation (“Atlas”), Archer Aviation Inc., a Delaware corporation (the “Company”) and, solely for purposes of Sections 5, 8 and 9 (and the other sections of this Agreement solely to the extent relating to Sections 5, 8 and 9), certain individuals, each of whom is a member of Atlas’s board of directors and/or management (the “Insiders”). The Sponsor, Atlas, the Company and the Insiders (solely for purposes of Sections 5, 8 and 9 (and the other sections of this Agreement solely to the extent relating to Sections 5, 8 and 9)) 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 defin
