Archer Aviation (ACHR)

EX-10.1 5 tm2622394d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ ], 2026, by and between Archer Aviation Inc., a Delaware corporation (the “Company”), and The Boeing Company, a Delaware corporation (“Seller” and together with the Company, the “Parties”). Any term used but not defined herein will have the meaning ascribed to such term in that certain Equity Purchase Agreement, dated August 9, 2026, by and among the Company, Seller and the other parties thereto (the “Purchase Agreement”). RECITALS WHEREAS, this Agreement is being entered into in connection with the Purchase Agreement, pursuant to which the Company will purchase from Seller or its applicable Affiliate the Purchased Interests; WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, the Company is issuing to Seller in a private placement shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and warrants to purchase Class A Common Stock (the “Warrants” and the shares of Class A Common Stock underlying the Warrants, the “Warrant Shares”); and WHEREAS, the Parties desire to enter into this Agreement to establish certain rights of Seller with respect to the Shares, the Warrants and the Warrant Shares. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties agree as follows: 1. Definitions. For purposes of this Agreement: 1.1 “Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly, is Controlled by, Controls or is under common Control with such specified Person. 1.2 “Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined under SEC Rule 405. 1.3 “Control” or “Controlled” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. 1.4 “Effectiveness Deadline” means, with respect to the Registration Statement, the earlier of (a) the 30th calendar day following the Closing Date (or the 60th calendar day following the Closing Date if the SEC notifies the Company that the Registration Statement will be “reviewed”) and (b) the fifth (5th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, however, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Effectiveness Deadline shall be extended to the next business day on which the SEC is open for business. 1.5 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 1.6 “Form S-1” means such form of registration statement under the Securities Act as in effect on the date hereof or any successor form under the Securities Act subsequently adopted by the SEC. 1.7 “Form S-3” means such form of registration statement under the Securities Act as in effect on the date hereof or any successor form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC. 1.8 “Person” means any individual, general partnership, limited partnership, limited liability company, limited liability partnership, joint venture, firm, corporation, association, incorporated organization, unincorporated organization, trust or other enterprise, or any governmental authority. 1.9 “Registrable Securities” means (i) the Shares, (ii) the Warrants, (iii) the Warrant Shares and (iv) any other equity security of the Company issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that the Shares, Warrants and Warrant Shares shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of the Shares, the Warrants and the Warrant Shares shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged either in accordance with such Registration Statement or under SEC Rule 144 (or, in the case of Warrants, pursuant to an applicable exemption from registration under the Securities Act); (B) such securities shall have been otherwise transferred, new certificates or book entry positions for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities shall have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction or (E) such securities may be sold pursuant to SEC Rule 144 without restriction on the volume or manner of sale and without the requirement for the Company to be in compliance with the current public information requirement under SEC Rule 144 (or any similar provision then in force under the Securities Act). 1.10 “Registration Statement” means the Form S-1 or Form S-3 required to be filed pursuant to this Agreement, including (in each case) the prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto, and all materials incorporated by reference or deemed to be incorporated by reference in such registration statement. 1.11 “Restricted Securities” means the securities of the Company required to be notated with the legend set forth in Section 2.12(b) hereof. 1.12 “SEC” means the U.S. Securities and Exchange Commission. 1.13 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 1.14 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act and any successor provision. 1.15 “SEC Rule 405” means Rule 405 promulgated by the SEC under the Securities Act and any successor provision. 1.16 “Selling Expenses” means all underwriting discounts, selling commissions, stock transfer taxes or similar fees or arrangements applicable to the sale of Registrable Securities and fees and disbursements of one counsel for Seller. 2. Registration. The Company covenants and agrees as follows: 2.1 Registration Statements. (a) Promptly following, but no later than ten (10) days after, the Closing Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Registrable Securities. Such Registration Statement shall also cover, to the extent allowable under the Securities Act (including Rule 416 under the Securities Act), such indeterminate number of additional shares of Class A Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement may include any number of shares of Class A Common Stock or other securities for the account of any other holder of shares of Class A Common Stock possessing registration rights, without the prior written consent of Seller; provided that in no event shall the inclusion of such other securities (x) reduce the number of Registrable Securities included in such Registration Statement or (y) delay the filing or effectiveness of such Registration Statement. 2 (b) The Registration Statement referred to in Section 2.1(a) shall be on Form S-3 and, if the Company is a well-known seasoned issuer (“WKSI”) as of the filing date, the Registration Statement shall consist of an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement, that shall become effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on Form S-1 or such other form of registration statement as is available to the Company and (ii) so long as Registrable Securities remain outstanding, promptly following the date upon which the Company becomes eligible to use a Form S-3 to register the Registrable Securities for resale (the “Qualification Date”), but in no event more than ten (10) business days after the Qualification Date, the Company shall file a Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to a Form S-1) (a “Shelf Registration Statement”); provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Shelf Registration Statement covering the Registrable Securities has been declared effective by the SEC. (c) If at any time following the filing of a Shelf Registration Statement when the Company is required to re-evaluate its Form S-3 eligibility or WKSI status, the Company determines that it is not eligible to register the Registrable Securities on Form S-3 or is not a WKSI, the Company shall use its reasonable best efforts to (i) as promptly as possible but in no event more than ten (10) business days after such determination: (A) if the Shelf Registration Statement is an Automatic Shelf Registration Statement, post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement that is not automatically effective or file a new Shelf Registration Statement on Form S-3, or (B) if the Company is not eligible at such time to file a Shelf Registration Statement on Form S-3, post-effectively amend the Shelf Registration Statement to a Shelf Registration Statement on Form S-1 or file a new Shelf Registration Statement on Form S-1; (ii) have such post-effective amendment or Shelf Registration Statement declared effective by the SEC; and (iii) keep such Shelf Registration Statement effective during the period during which such Shelf Registration Statement is required to be kept effective in accordance with this Agreement. (d) The Company shall prepare and file a supplemental listing application with the New York Stock Exchange (“NYSE”) (or such other national securities exchange on which the Class A Common Stock is then listed and traded) to list the Registrable Securities covered by a Registration Statement and shall use reasonable best efforts to have such Registrable Securities approved for listing on the NYSE (or such other national securities exchange on which the Class A Common Stock is then listed and traded) by the effective date of such Registration Statement. 2.2 Expenses. (a) The Company will pay all expenses associated with the filing of any Registration Statement, including filing and printing fees, the costs and expenses of preparing the financial information required by Rule 3-05 or Article 11 of Regulation S-X or any other required financial information (including all costs and expenses (including the accounting, audit and professional fees) of preparing the financial statements required pursuant to Section 6.15(a) and 6.15(b) of the Purchase Agreement); provided, however that the Seller’s cost of preparing the financial statements required pursuant to Section 6.15(a) and 6.15(b) of the Purchase Agreement shall solely be reimbursed in accordance with Section 6.15(f) of the Purchase Agreement. The Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws, listing fees and the reasonable and documented fees and disbursements of one counsel to Seller (such fees and disbursements of one counsel to the Seller not to exceed $25,000 in connection with the review of the Registration Statement to be filed pursuant to Section 2.1(a) and not to exceed $25,000 in connection with the review of an amendment or new Shelf Registration Statement required to be filed pursuant to Section 2.1(c); provided, however, that such fees and disbursements to Seller’s counsel shall not exceed $100,000 in the aggregate), but excluding discounts, commissions and fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold. It is acknowledged by Seller that Seller shall bear all incremental Selling Expenses relating to the resale of Registrable Securities, including but not limited to any underwriters’ commissions and discounts, brokerage fees and underwriting marketing costs and all other fees and expenses of any other legal counsel representing Seller. 3 2.3 Effectiveness. (a) The Company shall use reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after filing, but no later than the Effectiveness Deadline (it being agreed that if the Company is a WKSI as of the filing date, the Registration Statement shall be an Automatic Shelf Registration Statement, or a prospectus supplement to an effective Automatic Shelf Registration Statement, that shall become effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act). As promptly as practicable and, in any event, within one (1) business day of any Registration Statement being declared effective, the Company shall notify Seller by email using the email addresses set forth in Section 4.2 hereto and, upon request by Seller, the Company shall simultaneously provide Seller with copies of any related prospectus to be used in connection with the sale or other disposition of the securities covered thereby. Without limiting any other rights or remedies in connection with this Agreement or the transactions contemplated hereby, if (I) the Registration Statement is not filed with the SEC on or before the date that is thirty (30) days after the Closing Date or (II) the Registration Statement is not declared effective by the SEC (or otherwise does not become effective) on or before the Effectiveness Deadline; then, in addition to any other rights or remedies Seller may have hereunder or under applicable law, on each such date and on each monthly anniversary of each such date (if the applicable event shall not have been cured by such date) until the applicable event is cured, the Company shall pay to Seller an amount in cash equal to (A) 0.50% of the aggregate purchase price paid by the Company for the Purchased Interests in respect of which Registrable Securities remain unregistered for the first month following the applicable triggering event and (B) 1.00% of such aggregate purchase price for each month thereafter; provided, however, that (i) in the event of either (I) or (II) occur during the lock-up period provided for in Section 7.14 of the Purchase Agreement (the “Lock-Up”) the obligation to pay any such amount shall accrue but toll, and no such amount shall become due or payable, during any period in which the Registrable Securities are subject the Lock-Up; provided, however, if the Registration Statement is declared effective (or otherwise becomes effective) prior to the end of the Lock-Up any accrued but tolled amounts shall not become due or payable to Seller at any time and (ii) no such amount shall be payable to Seller for any period during which the failure to file the Registration Statement or the failure to cause the Registration Statement to become effective results from Seller’s breach of its obligation under Section 2.6 to furnish to the Company any information or documentation requested by the Company that is required to be furnished by Seller pursuant to Section 2.6 hereof or from Seller’s breach of its obligations under Section 6.15 of the Purchase Agreement. Any such amount owed to Seller shall be paid by the Company within five (5) business days after each such monthly anniversary. (b) On not more than two (2) occasions and for not more than thirty (30) consecutive days or for a total of not more than sixty (60) total calendar days in any twelve (12)-month period, the Company may suspend the use of any prospectus included in any Registration Statement contemplated by this Section 2 in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that the Company shall promptly (i) notify Seller in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of Seller) disclose to Seller any material non-public information giving rise to an Allowed Delay or subject Seller to any duty of confidentiality, (ii) advise Seller in writing to cease all sales under such Registration Statement until the end of the Allowed Delay and (iii) use reasonable best efforts to terminate an Allowed Delay as promptly as practicable. Seller agrees that, upon receipt of any notice from the Company of either (x) the commencement of an Allowed Delay pursuant to this Section 2.3(b) or (y) the happening of an event pursuant to Section 2.5(k) hereof, Seller will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities, until Seller is advised by the Company that such dispositions may again be made, provided that Seller may deliver shares to settle trades placed prior to receipt of such notice from the Company. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended securities to a transferee of Seller in connection with any sale of Registrable Securities with respect to which Seller has entered into a contract for sale, prior to Seller’s receipt of the notice of an Allowed Delay and which Seller has not yet settled. 4 2.4 Rule 415; Cutback. (a) If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires Seller to be named as an “underwriter,” the Company shall use reasonable best efforts to persuade the SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 under the Securities Act and that Seller is not an “underwriter.” Seller and its counsel shall be entitled to review and oversee any registration or matters pursuant to this Section 2.4(a), including participation in any meetings or discussions with the SEC regarding the SEC’s position and to comment on any written submission made to the SEC with respect thereto. No such written submission with respect to this matter shall be made to the SEC to which Seller’s counsel reasonably objects. In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.4(a), the SEC refuses to alter its position, the Company shall (i) remove from such Registration Statement such portion of the Registrable Securities and other securities of the Company (together, the “Registered Securities”) to reduce the number of securities to be registered on the Registration Statement in order to include (A) first, the Registrable Securities held by Seller and (B) second, the securities held by any other security holder of the Company and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registered Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 under the Securities Act; provided, however, that the Company shall not agree to name Seller as an “underwriter” in such Registration Statement without the prior written consent of Seller. 2.5 Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC, on a Current Report on Form 8-K filed prior to the expiration of the grace period provided by Item 9.01 of Form 8-K, all financial information required by Rule 3-05 or Article 11 of Regulation S-X with respect to the transactions contemplated by the Purchase Agreement, and cause such financial information to be incorporated by reference into the Registration Statement; (b) use reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the date on which no Registrable Securities covered by such Registration Statement are outstanding (the “Effectiveness Period”); (c) prepare and file with the SEC such amendments and supplements to all such Registration Statements, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such Registration Statement; (d) provide to Seller and its counsel, as far in advance as reasonably practicable and, in no case, less than five (5) business days before filing with the SEC, drafts of a Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto proposed to be filed; provide Seller and its counsel the opportunity to review all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the SEC); and not file any document to which Seller or its counsel reasonably objects; (e) furnish to Seller such numbers of copies of a prospectus, including a preliminary prospectus, and such other documents (including amendments and supplements to the Registration Statement) as Seller may reasonably request in order to facilitate the disposition of such Registrable Securities; (f) use reasonable best efforts to register and qualify the securities covered by such Registration Statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Seller; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; 5 (g) use reasonable best efforts to cause all such Registrable Securities covered by such Registration Statement to be listed on the NYSE or such other national exchange or trading system where the Class A Common Stock then trades; (h) in the event of an underwritten offering, the Company shall, if requested by Seller, use reasonable best efforts to obtain a “cold comfort” letter or letters from the Company’s independent certified public accountants addressed to Seller and the managing underwriter(s) in customary form and covering such matters of the type customarily covered by “cold comfort” letters as Seller or the managing underwriter(s) may reasonably request; provided, however, that the Company shall not be obligated to obtain a “cold comfort” letter more than once in any twelve (12)-month period; (i) notify Seller promptly (and in any event within two business days) after the Company receives notice thereof of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (j) upon request and subject to appropriate confidentiality obligations, furnish to Seller copies of any and all transmittal letters or other correspondences with the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange, as applicable) relating to the Registrable Securities; (k) promptly notify Seller, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the prospectus forming a part of such Registration Statement includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to Seller a supplement to or an amendment of such prospectus as may be necessary so that such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (l) after such Registration Statement becomes effective, notify Seller of any request by the SEC that the Company amend or supplement such Registration Statement or prospectus; (m) cooperate with Seller to facilitate the timely preparation of book-entry positions or other instruments representing the Registrable Securities to be sold pursuant to such Registration Statement free of any restrictive legends and representing such number of shares of Class A Common Stock or Warrants, as applicable, and registered in such names as Seller may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement; (n) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practical; and (o) subject to receipt from Seller (or any permitted transferee of Warrants) by the Company and Continental Stock Transfer & Trust Company, in its capacity as the transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement (the “Transfer Agent”), of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, including, if required by the Transfer Agent, an opinion of the Company’s counsel, in a form reasonably acceptable to the Transfer Agent, to the effect that any restrictive legends may be removed, the Company shall remove any legend from the book entry position or instrument evidencing the Registrable Securities within a reasonable time, and in no event later than three (3) business days, following the earliest of such time as the Registrable Securities (i) are subject to an effective Registration Statement, (ii) have been or are about to be sold or transferred pursuant to SEC Rule 144 or an applicable exemption from registration under the Securities Act or (iii) may be sold without restriction under SEC Rule 144, including, without limitation, any volume, information and manner of sale restrictions. If restrictive legends are no longer required for the Registrable Securities pursuant to the foregoing, the Company shall, in accordance with the provisions of this section and reasonably promptly, and in no event later than three (3) business days, following any request therefor from Seller or any permitted transferee of Warrants accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions, any authorizations, certificates, opinions or other directions required by the Transfer Agent which authorize and direct the Transfer Agent to transfer Registrable Securities without legend upon request by Seller or such permitted transferee. The Company shall be solely responsible for the fees of the Transfer Agent associated with such issuance. 6 (p) in the event of an underwritten offering of Registrable Securities, enter into and perform its obligations under an underwriting agreement in usual and customary form, including customary indemnification and contribution obligations, and take all other customary and reasonable actions as are requested by Seller in order to facilitate the disposition of such Registrable Securities, including, without limitation, (i) making appropriate officers of the Company available for participation in “road shows” and other customary marketing efforts, (ii) obtaining customary comfort letters from the Company’s independent certified public accountants and (iii) obtaining opinions of counsel to the Company covering such matters as are customarily covered in opinions requested in underwritten offerings; provided, however, that (x) the Company shall not be obligated to take the actions set forth in clauses (i), (ii) and (iii) above more than once in any twelve (12)-month period and (y) Seller shall not select any lead underwriter for such underwritten offering without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). 2.6 Furnish Information. To the extent timely requested in writing by the Company, Seller shall furnish to the Company the following information to be included in the Registration Statement: (a) Seller’s name and address; (b) the number of Registrable Securities beneficially owned by Seller and to be included in the Registration Statement; and (c) the intended method of disposition of such Registrable Securities. The Company shall not condition its obligations under this Section 2 on Seller furnishing any information other than as expressly set forth in the foregoing clauses (a) through (c). 2.7 Delay of Registration. Seller shall have no right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2; provided, however, that nothing in this Section 2.7 shall limit Seller’s right to pursue an action for damages or to seek specific performance of any other obligation of the Company under this Agreement. 2.8 Indemnification. (a) The Company agrees to indemnify, to the fullest extent permitted by law, Seller, its Affiliates, and their respective officers, directors, employees, managers, agents and each person who controls Seller (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) caused by (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, or (iv) any failure by the Company to fulfill any obligation under this Section 2, except insofar as the same are caused by or contained in any information furnished in writing to the Company by Seller expressly for use therein. (b) In connection with any Registration Statement in which Seller is participating, Seller shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by Seller expressly for use therein; provided, however, that the obligation to indemnify shall be individual, not joint and several, for each Seller and Seller’s liability under this Section 2.8(b) shall not exceed the net proceeds received by Seller from the sale of Registrable Securities giving rise to such liability. 7 (c) Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company and Seller also agree to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or Seller’s indemnification is unavailable for any reason. (e) If the indemnification provided under this Section 2.8 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of Seller under this Section 2.8(e) shall be limited to the amount of the net proceeds received by Seller in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 2.8(a), 2.8(b) and 2.8(c) above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.8(e) were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 2.8(e). No person guilty of fraudulent misrepresentation under Section 11(f) of the Securities Act shall be entitled to contribution pursuant to this Section 2.8(e) from any person who was not guilty of such fraudulent misrepresentation. 2.9 Reports Under Exchange Act. With a view to making available to Seller the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit Seller to sell securities of the Company to the public without registration, the Company shall: (a) use reasonable best efforts to make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times; (b) use reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and 8 (c) furnish to Seller, so long as Seller owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in availing Seller of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form). 2.10 [Reserved.] 2.11 [Reserved.] 2.12 Transfer. Seller agrees: (a) The Registrable Securities may be sold, pledged or otherwise transferred to any Person, subject to compliance with applicable securities laws and the requirement that such transferee agree in writing, in form and substance reasonably satisfactory to the Company, to be bound by the terms of this Agreement; provided that Seller shall give the Company written notice of any such transfer of Warrants, identifying the transferee and the number of Warrants being transferred, promptly following the consummation of such transfer. (b) Subject to the obligations of the Company in accordance with Section 2.5(m), each certificate, instrument, or book entry representing (i) the Registrable Securities (including the Warrants), and (ii) any other securities issued in respect of the securities referenced in clause (i) upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 2.12(c)) be notated with the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR, (B) AN OPINION OF COUNSEL THAT SUCH SALE, OFFER FOR SALE, TRANSFER, PLEDGE OR DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS. In addition, each Warrant shall bear the following additional legend: “THIS WARRANT AND THE RIGHTS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN REGISTRATION RIGHTS AGREEMENT, DATED AS OF [ ], 2026, BY AND BETWEEN ARCHER AVIATION INC. AND THE BOEING COMPANY (AS AMENDED FROM TIME TO TIME). ANY TRANSFER OF THIS WARRANT IS SUBJECT TO THE CONDITIONS SET FORTH IN SUCH AGREEMENT, INCLUDING THE REQUIREMENT THAT THE TRANSFEREE AGREE IN WRITING TO BE BOUND BY THE TERMS OF SUCH AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF ARCHER AVIATION INC.” Seller consents to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.12. 9 (c) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities unless there is in effect a Registration Statement under the Securities Act covering the proposed transaction, Seller shall give notice to the Company of Seller’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at Seller’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon Seller shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by Seller to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any sale in compliance with SEC Rule 144 (in which case Seller shall not be required to provide the prior notice described above of such sale to the Company); (y) in any transaction in which Seller distributes Restricted Securities to an Affiliate of Seller for no consideration; provided that, with respect to transfers under the foregoing clause (y), each transferee agrees in writing to be subject to the terms of this Section 2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred, except if such transfer is made pursuant to SEC Rule 144, shall be notated with the appropriate restrictive legend set forth in Section 2.12(b) except that such certificate, instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for Seller and the Company, such legend is not required in order to ensure compliance with any provisions of the Securities Act. (d) Notwithstanding anything in this Section 2.12 to the contrary, no transfer restrictions set forth in this Section 2.12 shall apply to any sale, transfer, pledge, or disposition of Registrable Securities (i) pursuant to an effective Registration Statement, (ii) pursuant to Rule 144 under the Securities Act, (iii) to an Affiliate of Seller, (iv) with the prior written consent of the Company, or (v) in the case of Warrants, to any Person in compliance with applicable securities laws and the conditions set forth in Section 2.12(a). 3. [Reserved.] 4. Miscellaneous. 4.1 Entire Agreement. This Agreement and the Purchase Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitute the entire agreement and understanding of the Parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the Parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. 4.2 Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given: (i) when delivered, if delivered in person or by electronic mail (so long as such transmission does not generate an error message or notice of non-delivery); (ii) on the fifth (5th) business day after dispatch by registered or certified mail; or (iii) on the next business day if transmitted by national overnight courier, in each case addressed to and in accordance with the notice information set forth below. All communications sent to the Company shall be sent to: Archer Aviation Inc., 190 W. Tasman Drive, San Jose, CA 95134, Attention: General Counsel, email: [***], with a copy to the Company’s counsel at Fenwick & West LLP, 801 California Street, Mountain View, CA 94041, Attention: Patrick Grilli, email: [***]. All communications sent to the Seller shall be sent to: The Boeing Company, 100 N. Riverside Plaza, Chicago, IL 60606, Attention: Stephen P. Demontmollin, email: [***], with a copy to Boeing’s counsel at Mayer Brown LLP, 71 S. Wacker Drive, Chicago, IL 60606, Attention: Jason Quintana and Peter Wolf, email: [***] and [***]. 10 4.3 Assignment; No Third-Party Beneficiaries. The rights of Seller under this Agreement with respect to any Registrable Securities may be transferred or assigned to any Affiliate of Seller without the Company’s prior written approval. The rights of Seller under this Agreement may also be transferred or assigned to any non-Affiliate transferee that acquires at least 5% of the outstanding Registrable Securities, subject to the Company’s prior written approval (not to be unreasonably withheld, conditioned, or delayed). In addition, upon any transfer (in whole or in part) of any Warrant to a third party in compliance with Section 2.12(a) and the terms and conditions of the applicable Warrant, the rights of Seller under this Agreement with respect to such transferred Warrant (or portion thereof) and any Warrant Shares issuable upon exercise thereof shall automatically be assigned to such transferee without the Company’s prior written approval. Seller shall give the Company written notice prior to the time of a requested transfer stating the name and address of the transferee and identifying the securities with respect to which the rights under this Agreement would be transferred. In connection with any such transfer (other than to an Affiliate of Seller), such transferee shall agree in writing, in form and substance reasonably satisfactory to the Company, to be bound as Seller is bound by the provisions of this Agreement, and immediately following such transfer the further disposition of such securities by such transferee shall be restricted to the extent set forth under the securities laws of the United States, including without limitation the Exchange Act and the Securities Act and any applicable securities law of any state of the United States (and any rules or regulations promulgated thereunder), in each case as may be in effect from time to time. 4.4 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart and such counterparts may be delivered by the Parties hereto via facsimile or electronic transmission. 4.5 Amendment; Waiver. This Agreement may be amended or modified, and any provision hereof may be waived, in whole or in part, at any time pursuant to an agreement in writing executed by the Company and the Seller. Any failure by any party at any time to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provision or any other provisions hereof. 4.6 Severability. In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the Parties hereto. 4.7 Governing Law; Venue; Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to any choice 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 laws of any jurisdiction other than the State of New York. (b) Each of the Company and Seller irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, New York and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and the transactions contemplated herein, or for recognition or enforcement of any judgment, and each of the Company and Seller irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such federal court. Each of the Company and Seller hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Each of the Company and Seller irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement and the transactions contemplated herein in any court referred to in Section 4.7(b) hereof. Each of the Company and Seller hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 11 (d) EACH OF THE COMPANY AND SELLER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH OF THE COMPANY AND SELLER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT EACH OF THE COMPANY AND SELLER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 4.8 Specific Performance. Each Party acknowledges and agrees that the other Parties hereto would be irreparably harmed and would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed by such first Party in accordance with their specific terms or were otherwise breached by such first Party. Accordingly, each Party agrees that the other Parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such Party is entitled at law or in equity. 4.9 Effectiveness. This Agreement shall become effective as of the Closing under the Purchase Agreement and only if such Closing occurs. 4.10 No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to Seller in this Agreement, and the Company represents and warrants that it has not previously entered into any such agreement. In the event of any conflict between any such agreement and this Agreement, the terms of this Agreement shall prevail. [Remainder of Page Intentionally Left Blank] 12 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. COMPANY: ARCHER AVIATION INC. By: Name: Title: SELLER: THE BOEING COMPANY By: Name: Title:

EX-10.2 6 tm2622394d1_ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 ARCHER AVIATION INC. _______, 2026 THE BOEING COMPANY Address: 100 N. Riverside Plaza Chicago, IL 60606 Re: Letter Agreement Ladies and Gentlemen: Reference is made to (i) that certain Equity Purchase Agreement (the “Purchase Agreement”), dated as of August 9, 2026, between Archer Aviation Inc., a Delaware corporation (the “Buyer”), and The Boeing Company., a Delaware corporation (the “Seller”), (ii) the First Warrant to Purchase Shares, dated as of [ ], 2026, by and between the Buyer and the Seller (the “First Warrant”), and (iii) the Second Warrant to Purchase Shares, dated as of [ ], 2026, by and between the Buyer and the Seller (the “Second Warrant”, and together with the First Warrant, the “Warrants”). This letter agreement (this “Letter Agreement”) sets forth the additional agreements between the Buyer and the Seller, including with respect to certain additional terms applicable to the Warrants, and shall not merge with or supersede the Warrants. In the event of any inconsistency between the terms and conditions of this Letter Agreement and the Warrants, the terms of this Letter Agreement shall control. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Purchase Agreement or, with respect to the undefined terms used in Section 2 and Section 3, in the applicable Warrant. 1. Nomination Right. So long as the Seller beneficially owns at least [ ]1 of Acquirer Shares (including shares issued upon the exercise of any Warrant, and as adjusted for any stock split, dividend, combination, recapitalization or similar event, the “Minimum Ownership Threshold”), the following shall apply: (a) Nomination Right. The Seller shall have the right to designate one individual for nomination to the board of directors of the Buyer (the “Board”) (each such designee, a “Seller Designee”). (b) Buyer Obligations. Subject to the terms of this Letter Agreement and applicable law, at each meeting of the Buyer’s stockholders at which the class of directors to which the Seller Designee has been assigned is standing for election (each, an “Election Meeting”), while the Minimum Ownership Threshold is satisfied, the Buyer shall: (i) include the Seller Designee in its slate of nominees for such class; (ii) recommend that the Buyer’s stockholders vote in favor of the election of the Seller Designee to the same extent and in the same manner as it recommends other nominees in such class standing for election; and (iii) use commercially reasonable efforts to solicit proxies in favor of the election of the Seller Designee consistent with the Buyer’s customary proxy solicitation practices. The Seller Designee must be deemed qualified for service on the Board in good faith by the Nominating and Corporate Governance Committee of the Board acting reasonably. 1 Note to Draft: To be an amount of shares equal to 10% of the Acquirer Shares outstanding as of immediately prior to the issuance to Seller at Closing. (c) Initial Appointment. The Seller has notified the Buyer in writing of the identity of the initial Seller Designee prior to the signing of the Purchase Agreement (the “Initial Seller Designee”). Promptly following the Closing, the Buyer shall cause the Board to appoint the Initial Seller Designee to the Board by board resolution, assigned to the class of directors with the longest remaining term, to serve for the remainder of such class’s then-current term and until such Seller Designee’s successor is duly elected and qualified. (d) Eligibility Conditions. Any Seller Designee must, as a condition to nomination or appointment: (i) meet the Buyer’s director qualification standards as applied to all directors generally; (ii) complete and return the Buyer’s standard director questionnaire and provide such other information as the Buyer may reasonably require for its SEC filings and governance disclosures; (iii) not be subject to any legal disqualification from serving as a public company director under applicable law or NYSE rules; and (iv) consent in writing to serve as a director. The Buyer shall notify the Seller if a proposed Seller Designee does not satisfy the foregoing conditions, and the Seller shall have the right to propose a substitute designee. (e) No Committee Guarantee; Independence. The Buyer has no obligation to appoint the Seller Designee to the audit, compensation or nominating & corporate governance committees of the Board. Buyer shall use commercially reasonable efforts to appoint the Seller Designee to each other committee of the Board, including any special committee, for which such Seller Designee is eligible; provided, however, that if the Board establishes a committee solely to consider (i) a proposed contract, transaction or other arrangement between the Buyer (or any of its Affiliates), on the one hand, and the Seller (or any of its Affiliates), on the other hand, or (ii) the enforcement or waiver of the rights of the Seller (or any of its Affiliates) under any agreement between the Buyer (or any of its Affiliates), on the one hand, and the Seller (or any of their Affiliates), on the other hand, then the Board may take such action (upon the advice of counsel) that they deem appropriate in good faith to request recusal, or exclusion, of the Seller Designee from participation in such committee (and any portion of a Board meeting at which such matters may be discussed by the full Board upon notice to the Initial Seller Designee). Nothing herein requires the Buyer to designate the Seller Designee as an “independent” director for NYSE or SEC purposes, and if the Seller Designee does not qualify as independent, the Seller acknowledges that the Seller Designee may not serve on committees requiring independence under applicable rules. (f) Failure to Elect. If applicable law or a regulatory requirement prevents the Buyer from nominating the Seller Designee to the Board or the Seller Designee is not elected by the Buyer’s stockholders at any Election Meeting, the Buyer propose a replacement designee who must be deemed qualified for service on the Board in good faith by the Nominating and Corporate Governance Committee of the Board acting reasonably, and such individual shall become the Seller Designee for all purposes of this Letter Agreement. Until the Seller Designee is elected by the Buyer’s stockholders at an Election Meeting to serve on the Board, the Buyer shall invite the Seller Designee to attend all Board meetings in a non-voting observer capacity and, in this respect, shall give the Seller Designee copies of all notices, minutes, consents, and other materials that it provides to Buyer’s directors at the same time and in the same manner as provided to such directors (subject to the confidentiality obligations set forth in Section 1(g) below), and the right of the Board to exclude the observer from portions of meetings involving conflicts of interest or competitive sensitivity with respect to Seller or if attendance at such meeting or access to such information could reasonably be expected to adversely effect the attorney-client privilege between Buyer and its counsel with respect to such matters) for a period of twelve (12) months following such Election Meeting (the “Observer Period”). At the next Election Meeting for the Seller Designee’s class following the expiration of the Observer Period, the Buyer shall again include the Seller Designee in its nominee slate in accordance with Section 1(b), provided that the Minimum Ownership Threshold remains satisfied. If the Seller Designee is not elected at such subsequent Election Meeting, the foregoing observer rights and nomination obligations shall apply again for an additional Observer Period, and this process shall repeat for so long as the Minimum Ownership Threshold remains satisfied. 2 (g) Board Observer Confidentiality. While serving in a non-voting observer capacity pursuant to Section 1(f), (i) the Seller shall cause the Seller Designee to keep confidential and not disclose any confidential information of Buyer (or its Affiliates) received though the Seller’s Designee’s participation as an observer of the Board, unless such confidential information (A) is known or becomes known to the public in general (other than as a result of a breach of this Section 1(g) by the Seller Designee), (B) is or has been independently developed or conceived by Seller (or its Affiliates) or the Seller Designee without use of the confidential information of Buyer (or its Affiliates), (C) is or has been made known or disclosed to the Seller (or its Affiliates) or the Seller Designee in a capacity other than as a non-voting observer of the Board, or (D) is or has been made known or disclosed to the Seller (or its Affiliates) or the Seller Designee by a third party without a breach of any obligation of confidentiality such third party may have to the Buyer (or its Affiliates); provided, however, that the Seller (or its Affiliates) or the Seller Designee may disclose such confidential information (x) to Seller’s attorneys, accountants, consultants, and other professionals to the extent reasonably necessary to obtain their services in connection with monitoring the Seller’s investment in the Buyer or exercising its rights as a stockholder of the Buyer; or (y) as may otherwise be required by Law, provided that the Seller (or its Affiliates) or the Seller Designee, as applicable, promptly notifies the Buyer of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure; and (ii) neither the Seller nor the Seller Designee shall use any confidential or proprietary information of Buyer (or its Affiliates) received though the Seller’s Designee’s participation as an observer of the Board for any competitive purpose. (h) Removal; Vacancy. The Buyer shall not take any affirmative action to remove the Seller Designee from the Board absent cause or as required by applicable law. For purposes of this Section 1(h), “cause” means (i) a felony conviction or plea of nolo contendere to a felony, (ii) a finding by a court of competent jurisdiction that the Seller Designee committed fraud, gross negligence, or willful misconduct in the performance of the Seller Designee’s duties as a director, or (iii) a finding by a majority of the Board of the Seller Designee’s material breach of Buyer’s policies applicable to members of the Board or fiduciary duties owed to the Buyer. Upon the occurrence of a finding of cause, the Board shall request that the Seller Designee tender his or her resignation from the Board, in which case, Buyer will promptly use commercially reasonable efforts to cause the Seller Designee to tender his or her resignation from the Board. If the Seller Designee ceases to serve for any reason while the Minimum Ownership Threshold is satisfied, the Seller may designate a replacement (subject to the eligibility conditions in Section 1(d) and the condition that the replacement must satisfy the Buyer’s generally applicable director qualification standards as set forth in its corporate governance guidelines), and the Buyer shall use commercially reasonable efforts to cause the Board to appoint such replacement. (i) Termination. The rights under this Section 1 shall terminate as provided for in Section 4. Upon such termination, if the Seller Designee is then serving, the Board may take such action as is necessary to remove the Seller Designee. (j) Indemnification. The Buyer shall enter into an indemnification agreement with the Seller Designee on terms and conditions no less favorable than those provided to other directors of the Buyer. The Buyer shall maintain directors’ and officers’ liability insurance coverage for the Seller Designee on terms no less favorable than the coverage provided to the Buyer’s other directors for so long as the Seller Designee serves on the Board and for a period of six (6) years thereafter. (k) Compensation and Expenses. The Seller Designee shall not be entitled to receive any compensation from the Buyer for service on the Board. Notwithstanding the foregoing, the Buyer shall reimburse the Seller Designee for all reasonable out-of-pocket expenses incurred in connection with service on the Board, including travel expenses, in accordance with the Buyer’s expense reimbursement policies applicable to non-employee directors. 3 (l) Compliance Monitoring Plan. Buyer and Seller shall work in good faith to mutually agree upon a written plan and protocol for the parties’ joint monitoring of compliance with Section 8 of the Clayton Act and the other Antitrust Laws. 2. Stockholder Approval Covenant. The Buyer shall call a special meeting of its stockholders to be held within sixty (60) days of the Closing Date (as extended pursuant to this sentence, the “Special Meeting Deadline”) with the purpose, of among other things, obtaining Stockholder Approval and Buyer shall submit such matter in respect of the Stockholder Approval for a stockholder vote and approval at such special meeting; provided, however, that the Special Meeting Deadline shall be tolled (but in no event for more than an additional thirty (30) days) to the extent that an annual meeting of the Buyer’s stockholders is scheduled to be held within ninety (90) days of the Closing Date and Stockholder Approval is included as a matter to be voted on at such annual meeting. The Buyer shall use commercially reasonable efforts to obtain Stockholder Approval at such meeting. If Stockholder Approval is not obtained at any such special meeting, Buyer shall submit the matter for a stockholder vote and approval at its next annual meeting of stockholders. In connection with each such meeting, Buyer (including the Board) shall recommend that stockholders vote in favor thereof and use such other commercially reasonable efforts to obtain Stockholder Approval at such meeting. If Stockholder Approval is not obtained prior to or at Buyer’s next annual meeting of stockholders, Buyer shall call another special meeting of the stockholders within sixty (60) days after such meeting with the purpose of, among other things, obtaining Stockholder Approval and Buyer shall submit such matter in respect of the Stockholder Approval for a stockholder vote and approval at such special meeting. If Stockholder Approval has not been obtained following the Buyer’s next annual meeting following the Closing Date or at either the special meeting described in the first sentence of this Section 2 or the immediately preceding sentence, the parties hereto shall confer in good faith and use reasonable efforts to agree upon a mutually acceptable plan to obtain Stockholder Approval, which may include additional stockholder meetings, alternative proxy solicitation strategies, or other actions reasonably designed to achieve Stockholder Approval. The Buyer shall not take any action, or fail to take any action, the primary purpose or effect of which is to impede, delay, or frustrate the obtaining of Stockholder Approval. 3. Cash Settlement Warrants. Each Warrant shall remain in full force and effect in accordance with its terms. In addition, if Stockholder Approval has not been obtained as of the Initial Exercise Date, the following shall apply: (a) Exchange for Replacement Warrants. The Warrants shall automatically be exchanged for warrants (the “Replacement Warrants”), without any further action or condition (other than the failure to obtain Stockholder Approval as of the Initial Exercise Date), that are on the same terms as the Warrants (including, without limitation, all anti-dilution, adjustment and other economic protections, and all rights to exercise (but, for the avoidance of doubt, excluding any limitations on the ability to exercise such Replacement Warrants prior to the receipt of Stockholder Approval)) except they shall provide for settlement in cash upon exercise (in whole or in part) of such Replacement Warrants (a “Cash Settlement”). Upon receipt of Stockholder Approval, the portion of each outstanding Replacement Warrant that has not previously been exercised for a Cash Settlement shall automatically convert into the corresponding Warrant, and the Holder shall thereafter be entitled to exercise such Warrant for Acquirer Shares in accordance with its original terms. (b) Cash Settlement Mechanics. Upon exercise of a Replacement Warrant in whole or in part: (i) the Buyer shall deliver to the Holder the Cash Settlement Amount within five (5) Business Days following the date of the exercise of the Replacement Warrant in whole or in part, as applicable, (ii) the applicable Exercise Price shall be netted against the Cash Settlement Amount and no separate payment of such Exercise Price shall be required, and (iii) if the Buyer fails to deliver the Cash Settlement Amount within such five (5) Business Day period, interest shall accrue on the unpaid Cash Settlement Amount at a rate equal to the lesser of (A) the prime rate as published by the Wall Street Journal plus 2% per annum and (B) the maximum rate permitted by applicable law, from the date such amount was due until paid in full. 4 (c) Definitions. As used in this Section 3: (i) “Cash Settlement Amount” means, with respect to any cash-settled exercise of a Replacement Warrant, an amount equal to (A) the Fair Market Value per Acquirer Share on the date of the exercise of the Replacement Warrant, minus (B) the Exercise Price per Share (as adjusted), multiplied by (C) the number of Acquirer Shares that would otherwise have been issued; provided, that in no event shall the Cash Settlement Amount be less than zero; (ii) “Fair Market Value” means the volume-weighted average price (VWAP) of the Acquirer Shares on its primary trading market for the ten (10) trading days immediately preceding the date of the exercise of the Replacement Warrant; provided, that such ten (10) trading day period shall not include any trading day on which a Market Disruption Event has occurred; and (iii) “Market Disruption Event” means, with respect to any trading day, the occurrence or existence of any suspension of, or limitation imposed on, trading in the Acquirer Shares on its primary trading market, or any event that disrupts or impairs the ability of market participants to effect transactions in, or obtain market values for, the Acquirer Shares on such trading market; provided, however, limitation on the hours or number of days of trading on the primary trading resulting from an announced change in the regular business hours of such market shall not be deemed a Market Disruption Event. 4. Termination. The rights set forth in this Letter Agreement shall terminate automatically, without further action by either party, upon the earliest to occur of: (a) with respect to Section 1, the Seller ceasing to satisfy the Minimum Ownership Threshold; provided, that if the Seller subsequently re-satisfies the Minimum Ownership Threshold (including through the exercise of any Warrant) within twelve (12) months following the date on which the Seller ceased to satisfy the Minimum Ownership Threshold, the rights under Section 1 shall be automatically reinstated; provided, further, that if an Election Meeting occurs during such twelve (12)-month period at a time when the Seller does not satisfy the Minimum Ownership Threshold, the Buyer shall have no obligation to include the Seller Designee in its slate of nominees or otherwise comply with Section 1(b) with respect to such Election Meeting, but the Seller’s right to reinstatement of the rights under Section 1 shall continue for the remainder of such twelve (12)-month period; provided, further, that the Buyer shall have no obligation to include the Seller Designee in its slate of nominees or otherwise comply with Section 1(b) with respect to an Election Meeting, if Seller does not re-satisfy the Minimum Ownership Threshold (and notify Buyer of such) at least 30 calendar days prior to the Buyer filing its definitive proxy statement with respect to such Election Meeting; provided, further, that if the Seller fails to re-satisfy the Minimum Ownership Threshold within such twelve (12)-month period, the rights under Section 1 shall terminate permanently and shall not be subject to reinstatement; (b) with respect to Section 2 and Section 3, as to each Warrant, upon the earliest of (i) such Warrant and any Replacement Warrant issued in connection with such Warrant having expired, been fully exercised or otherwise terminated, or (ii) the receipt of Stockholder Approval (as defined in the applicable Warrant); and (c) with respect to this Letter Agreement in its entirety, the earliest of (i) the rights under Section 1, Section 2 and Section 3 having been terminated in accordance with clauses (a) and (b) above, or (ii) the mutual written agreement of the parties. 5. Miscellaneous Sections. (a) The rights of the Seller under this Letter Agreement are personal to the Seller and may not be assigned or transferred, in whole or in part, without the prior written consent of the Buyer, and any purported assignment or transfer without such consent shall be null and void; provided that the foregoing shall not restrict the transfer of the Warrants to the extent permitted under the terms of the applicable Warrant, and in the event of any such transfer (whether in whole or in part), the cash settlement right under Section 3 shall automatically transfer to such transferee to the extent relating to the portion of the Warrant so transferred. 5 (b) All notices hereunder shall be effective when given, and shall be deemed to be given upon receipt or, if earlier, (i) five days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (ii) upon delivery, if delivered by hand, (iii) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (iv) one business day after email transmission, and shall be addressed at such address as the Seller or the Buyer (as applicable) shall have furnished in writing. All communications sent to the Buyer shall be sent to: Archer Aviation Inc., 190 W. Tasman Drive, San Jose, CA 95134, Attention: General Counsel, email: [***], with a copy to the Buyer’s counsel at Fenwick & West LLP, 801 California Street, Mountain View, CA 94041, Attention: Patrick Grilli, email: [***]. All communications sent to the Seller shall be sent to: The Boeing Company, 100 N. Riverside Plaza, Chicago, IL 60606, Attention: Stephen P. Demontmollin, email: [***], with a copy to Boeing’s counsel at Mayer Brown LLP, 71 S. Wacker Drive, Chicago, IL 60606, Attention: Jason Quintana and Peter Wolf, email: [***] and [***]. (c) This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All legal actions and proceedings arising out of or relating to this Letter Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (i) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any action arising out of or relating to this Letter Agreement brought by any party hereto, and (ii) agree not to commence any action relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action arising from this Letter Agreement, (x) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (y) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) that (i) the action in any such court is brought in an inconvenient forum, (ii) the venue of such action is improper or (iii) this Letter Agreement, or the subject matter hereof, may not be enforced in or by such courts. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS LETTER AGREEMENT IS HEREBY WAIVED. (d) Each of the Buyer and the Seller acknowledges that a breach or threatened breach by such party of any of its obligations under this Letter Agreement would give rise to irreparable harm to the other party hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction without having to prove the inadequacy of money damages. 6 (e) All rights and remedies of each party under this Letter Agreement are cumulative and in addition to, and not in lieu of, any other rights and remedies available to such party at law, in equity, by contract, or otherwise. (f) No modification of or amendment to this Letter Agreement, nor any waiver of any rights under this Letter Agreement, will be effective unless in a writing signed by the parties hereto. (g) The Seller shall not, by amendment of its Certificate of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Letter Agreement by the Seller, but shall at all times in good faith assist in carrying out of all the provisions of this Letter Agreement and in taking all such action as may be necessary or appropriate to protect the Buyer’s rights under this Letter Agreement impairment. (h) The parties acknowledge that this Letter Agreement, its terms and the transactions contemplated hereby are subject to the Confidentiality Agreement (as defined in the Purchase Agreement). Each party agrees to treat all information relating to this Letter Agreement in accordance with the terms of the Confidentiality Agreement and the Restrictive Covenant Agreement. (i) This Letter Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Pdf copies of signature pages shall be binding originals. [Signature Page Follows] 7 Very Truly Yours, ARCHER AVIATION INC. By: Name: Title: Agreed and Accepted: THE BOEING COMPANY By: Name: Title: [Signature Page to Letter Agreement]

EX-10.3 7 tm2622394d1_ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORWARD EQUITY PURCHASE AGREEMENT This Forward Equity Purchase Agreement (this “Agreement”) is entered into as of [ ], 2026 (the “Effective Date”), by and between Archer Aviation Inc., a Delaware corporation (the “Company”), and The Boeing Company, a company organized and existing under the laws of Delaware (the “Purchaser”). RECITALS WHEREAS, the parties hereto have entered into that certain Equity Purchase Agreement, dated as of August 9, 2026 (as amended, modified, supplemented or restated in accordance with its terms, the “Purchase Agreement”), by and among the Purchaser, each of the Companies (as defined therein), and the Company; and WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, each of the parties hereto have agreed to enter into this Agreement, pursuant to which the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, in a private placement, the number of shares of the Company’s Class A Common Stock, par value $0.0001 (the “Class A Shares”) determined pursuant to Section 1(b) hereof, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises, representations, warranties and mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Sale and Purchase. (a) Definitions. Capitalized terms used, but not otherwise defined herein shall have the meanings given to them in the Purchase Agreement. For purposes of this Agreement, the following terms, when used in this Agreement, shall have the following meanings: (i) “Aggregate Forward Purchase Price” means an amount equal to (A) the number of Forward Purchase Shares issuable pursuant to Section 1(b) multiplied by (B) the Per Forward Purchase Share Price. For the avoidance of doubt, in no event shall the Aggregate Forward Purchase Price exceed the Maximum Forward Purchase Amount. (ii) “Maximum Forward Purchase Amount” means an amount equal to fifty five million Dollars ($55,000,000.00). (iii) “Per Forward Purchase Share Price” means the lowest per share price agreed upon between the Company and the investors participating in such Company Equity Offering. (b) Forward Purchase Shares. Subject to the terms and conditions set forth herein, at any time prior to the later of (x) March 31, 2027 and (y) the date that is three (3) months following the Closing under the Purchase Agreement (the “Expiration Date”), the Company may elect (in the Company’s sole discretion), on a single occasion, to issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, subject to the terms and conditions of this Agreement, that number of Class A Shares up to an amount equal to the quotient of (i) the Maximum Forward Purchase Amount divided by (ii) the Per Forward Purchase Share Price (such number of Class A Shares, the “Forward Purchase Shares”), to be issued and sold by the Company to the Purchaser in connection with, and substantially concurrently with the closing of, an equity offering of Class A Shares conducted by the Company to third-party investors that is expected to result in gross proceeds to the Company of at least four hundred million Dollars ($400,000,000.00) (including any anticipated proceeds from the Purchaser hereunder) (a “Company Equity Offering”). The Company shall notify the Purchaser in writing of its intention to exercise this right at least seven (7) Business Days in advance of the anticipated pricing of the Company Equity Offering (an “Election Notice”). Notwithstanding the foregoing, the Company may deliver an Election Notice at any time, whether prior or after obtaining the Stockholder Approval; provided that the Forward Purchase Closing shall not occur until the Stockholder Approval is obtained; provided further that the Purchaser shall have no obligation to purchase any Forward Purchase Shares if the Stockholder Approval is not obtained prior to the later of the Expiration Date and June 30, 2027. Promptly following the pricing of the Company Equity Offering, the Company shall deliver to the Purchaser a written notice certifying that Stockholder Approval has been obtained and setting forth the final Per Forward Purchase Share Price, the number of Forward Purchase Shares issuable pursuant to this Section 1(b), and the Aggregate Forward Purchase Price therefor. If the Company Equity Offering is not consummated, the Purchaser shall have no obligation to purchase any Forward Purchase Shares and the Company may subsequently exercise its rights pursuant to this Section 1 in connection with a subsequent Company Equity Offering that is consummated prior to the Expiration Date. (c) Forward Closing. In connection with the purchase of the Forward Purchase Shares, the Company and the Purchaser shall enter into a subscription agreement on substantially the same terms and conditions as the subscription agreements entered into between the Company and the other investors participating in the relevant Company Equity Offering; provided, however, that in no event shall the Purchaser be required to agree to any non-compete, standstill, or other restrictive covenants; provided, further, that if any other investor participating in the relevant Company Equity Offering enters into a subscription agreement containing terms that are, in any respect, more favorable to such investor than the terms set forth in the Purchaser’s subscription agreement, or if any such investor receives more favorable terms through any side letter, amendment, waiver, or other agreement or arrangement with the Company, whether entered into prior to, concurrently with, or following the Forward Closing, the Company shall promptly notify the Purchaser thereof and the Purchaser shall be entitled to receive the benefit of such more favorable terms, with such more favorable terms being deemed automatically incorporated into the Purchaser’s subscription agreement and any related agreements (including the Registration Rights Agreement) without the need for any further action by either party. The closing of the purchase and sale of Forward Purchase Shares pursuant to this Section 1 (the “Forward Closing”) shall be held on the date that the Company Equity Offering is consummated (the “Forward Closing Date”), subject to the satisfaction (or waiver thereof by the party entitled to benefit therefrom) of the conditions precedent set forth in Section 5 (excluding the conditions that by their nature can only be satisfied at the Forward Closing, but subject to the satisfaction of such conditions at the Forward Closing or the waiver of such conditions by the party or parties entitled to waive such conditions). At the Forward Closing, the Purchaser shall deliver to the Company the Aggregate Forward Purchase Price for the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified in writing by the Company, and the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or as set forth in this Agreement), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. 2 2. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser that: (a) Due Organization. The Company is a corporation duly incorporated or organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite organizational or corporate power and authority necessary to own, lease and operate its assets and properties and to carry on its business as now being owned, operated or conducted. (b) Due Authorization. All corporate action required to be taken by the Company’s board of directors and stockholders in order to authorize the Company to enter into this Agreement, and to issue the applicable Forward Purchase Shares at the applicable Forward Closing has been taken or will be taken prior to the applicable Forward Closing. All action on the part of the stockholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the applicable Forward Closing, and the issuance and delivery of the applicable Forward Purchase Shares has been taken or will be taken prior to the applicable Forward Closing. The Company has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or any other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the registrations rights agreement to be entered into between the Company and the Purchaser pursuant to Section 3(a) may be limited by applicable federal or state securities laws. (c) Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized and validly issued in accordance with the Governing Documents of the Company, and will be fully paid and nonassessable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Subject to the filings described in Section 2(d) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws. 3 (d) Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for required filings pursuant to applicable state securities or blue sky laws and the Forward Purchase Regulatory Approvals (in each case, if any). (e) Compliance with Other Instruments. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s amended and restated certificate of incorporation, as it may be amended from time to time, amended and restated bylaws or other governing documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a Buyer Material Adverse Effect or its ability to consummate the transactions contemplated by this Agreement. (f) No General Solicitation. Neither the Company nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Shares. (g) Disclosures. The Company has timely filed or furnished all statements, forms, reports and documents required under the Exchange Act with the SEC for the twelve months prior to the date hereof (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “SEC Reports”). Each of the SEC Reports, as of its respective date of filing, and as of the date of any amendment or filing that superseded the initial filing, complied in all material respects with applicable rules and regulations of the SEC and the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. (h) Brokers. No broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Affiliates for which the Company has any obligation. 4 (i) Solvency. The Company is not insolvent and will not be rendered insolvent by the consummation of the transactions contemplated by this Agreement. Immediately after giving effect to the issuance of the Forward Purchase Shares and the receipt of the Aggregate Forward Purchase Price, the Company will be Solvent. For purposes of this Section 2(i), “Solvent” shall mean that, with respect to the Company and as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of the Company will, as of such date, exceed the amount of all “liabilities of the Company, contingent or otherwise,” as of such date, (b) the present fair saleable value of the assets of the Company will, as of such date, be greater than the amount that will be required to pay the liability of the Company on its indebtedness as its indebtedness becomes absolute and matured, (c) the Company will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) the Company will be able to pay its indebtedness as it matures. (j) Litigation. There is no action, suit or proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries that (i) would reasonably be expected to have a material adverse effect on the Company’s ability to consummate the transactions contemplated by this Agreement or (ii) challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement. (k) No Material Adverse Effect. Since the date of the Purchase Agreement, there has not been any event, change, occurrence or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole. (l) Investment Company Act. The Company is not, and after giving effect to the issuance of the Forward Purchase Shares will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. 3. Registration Rights; Listing. (a) Registration. The Company and Purchaser will enter into a registration rights agreement covering the Forward Purchase Shares (the “Registration Rights Agreement”) on substantially the same terms and conditions as the registration rights agreements entered into between the Company and the other investors participating in the relevant Company Equity Offering; provided that the Registration Rights Agreement shall provide that (i) the Company shall, within thirty (30) days following the Forward Closing Date, file a registration statement on Form S-3 (or any successor form) under the Securities Act covering the resale of all of the Forward Purchase Shares and shall use its commercially reasonable efforts to cause such registration statement to be declared effective as promptly as practicable, and in any event within sixty (60) days following the Forward Closing Date and (ii) the terms of the Registration Rights Agreement shall be no less favorable to the Purchaser, in any material respect, than the registration rights granted to any other investor participating in the Company Equity Offering. 5 (b) Stockholder Approval. Following the pricing of a Company Equity Offering, the Company shall use commercially reasonable efforts to obtain approval to issue and sell the Forward Purchase Shares to the Purchaser (the “Stockholder Approval”) unless such Stockholder Approval has previously been obtained; provided that the Company shall not obtain the Stockholder Approval until following the Closing. “Stockholder Approval” means the approval of the Company’s stockholders under Section 312.03 of the NYSE Listed Company Manual to permit the issuance of the Forward Purchase Shares, if and when such approval is obtained. The Company shall keep the Purchaser reasonably informed of the status of its efforts to obtain Stockholder Approval. (c) Exchange Listing. Promptly following the later of the receipt of the Stockholder Approval and the pricing of the Company Equity Offering, the Company shall prepare and provide the applicable listing of additional shares notification to NYSE and use its reasonable best efforts to cause the aggregate number of Forward Purchase Shares to be approved for listing on NYSE, as promptly as practicable. 4. Regulatory Approvals. In connection with the exercise or anticipated exercise by the Company of the right to issue and sell, and to cause the Purchaser to Purchase, any Forward Purchase Shares hereunder, each of the Company and the Purchaser shall (a) as promptly as practicable following the delivery of any Election Notice, or at such earlier time as either party determines that Forward Purchase Regulatory Approvals may be required, make all filings, notifications, and submissions required to be made under any applicable Antitrust Laws in connection with the issuance of Forward Purchase Shares hereunder and (b) use reasonable best efforts to obtain the Forward Purchase Regulatory Approvals as promptly as practicable, in each case in accordance with, and subject to the terms and conditions set forth in, Section 6.6 of the Purchase Agreement. 5. Forward Closing Conditions. (a) Purchaser Conditions. The obligation of the Purchaser to purchase the Forward Purchase Shares at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser: (i) the Forward Purchase Shares shall be approved for listing on the NYSE or if the Class A Shares are no longer listed on the NYSE such other primary national securities exchange on which the Class A Shares are then listed and admitted for trading; (ii) the representations and warranties of the Company set forth in Section 2 of this Agreement (without regard to any reference or qualifications to materiality contained in such representations and warranties) shall have been true and correct as of the date hereof and shall be true and correct as of the Forward Closing Date with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the business, financial condition, and results of operations or the Company and its subsidiaries taken as a whole; provided that the representations and warranties set forth in Sections 2(a), 2(b), 2(c) and 2(h) shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Forward Closing Date with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct in all material respects as of such specified date); 6 (iii) the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward Closing Date; (iv) no order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares; (v) the Company shall have delivered an Election Notice; (vi) the Stockholder Approval shall have been obtained; (vii) the Company Equity Offering shall have been consummated; (viii) all filings, notifications, clearances, approvals and deemed approvals, consents, or authorizations required under any applicable Antitrust Laws shall have been made, obtained, or waived, as applicable, in each case with respect to the issuance of the Forward Purchase Shares hereunder (the “Forward Purchase Regulatory Approvals”); (ix) since the date of this Agreement, there has not been any Buyer Material Adverse Effect that is continuing; provided, however, that this condition shall be deemed waived with respect to any specific occurrence of a Buyer Material Adverse Effect under clause (a) of the definition thereof if the Purchaser has not provided written notice that it is terminating this Agreement on or before the fifth (5th) Business Day after the date on which the Company notifies the Purchaser in writing that such specific Buyer Material Adverse Effect under clause (a) of the definition thereof has occurred; (x) the Company shall have delivered to the Purchaser a certificate, dated as of the Forward Closing Date, signed by an officer of the Company, certifying that the conditions set forth in Section 5(a) have been satisfied; 7 (xi) the Company shall have delivered to the Purchaser a legal opinion of counsel to the Company, dated as of the Forward Closing Date, in form and substance reasonably satisfactory to the Purchaser, addressing (A) the due authorization, execution and delivery of this Agreement and the valid and binding nature of this Agreement, (B) the valid issuance, fully paid and nonassessable status of the Forward Purchase Shares, and (C) the exemption of the issuance of the Forward Purchase Shares from registration under the Securities Act; and (xii) the Closing shall have occurred. (b) Company Conditions. The obligation of the Company to sell the Forward Purchase Shares at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Company: (i) the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Forward Closing Date; (ii) no order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares; and (iii) all Forward Purchase Regulatory Approvals shall have been made, obtained, or waived, as applicable. 6. Termination. This Agreement shall terminate automatically on the first to occur of (i) the Forward Closing Date, (ii) the Expiration Date if a Company Equity Offering is not consummated prior to the Expiration Date, (iii) the mutual written agreement of the parties, or (iv) written notice by the Purchaser to the Company if there has been a material breach by the Company of any representation, warranty, covenant or agreement contained in this Agreement that would cause any of the conditions set forth in Section 5(a) not to be satisfied and such breach is not cured within thirty (30) days following the Purchaser’s written notice thereof to the Company. In the event of any termination of this Agreement pursuant to this Section 6, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company or their respective directors, officers, employees, partners, managers, members, or stockholders and all rights and obligations of each party shall cease. 8 7. Indemnification. (a) The Company shall indemnify and hold harmless the Purchaser and its affiliates, officers, directors, employees, agents and representatives (each, a “Purchaser Indemnified Party”) from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) actually incurred or suffered by any Purchaser Indemnified Party resulting from or arising out of (i) any breach of any representation or warranty made by the Company in this Agreement and (ii) any breach of any covenant or agreement made by the Company in this Agreement. 8. General Provisions. (a) Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitute the entire agreement and understanding of the Parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the Parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. (b) Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given: (i) when delivered, if delivered in person or by electronic mail (so long as such transmission does not generate an error message or notice of non-delivery); (ii) on the fifth (5th) business day after dispatch by registered or certified mail; or (iii) on the next business day if transmitted by national overnight courier, in each case addressed to and in accordance with the notice information set forth below. All communications sent to the Company shall be sent to: Archer Aviation Inc., 190 W. Tasman Drive, San Jose, CA 95134, Attention: General Counsel, email: [***], with a copy to the Company’s counsel at Fenwick & West LLP, 801 California Street, Mountain View, CA 94041, Attention: Patrick Grilli, email: [***]. All communications sent to the Purchaser shall be sent to: The Boeing Company, 100 N. Riverside Plaza, Chicago, IL 60606, Attention: Stephen P. Demontmollin, email: [***], with a copy to Boeing’s counsel at Mayer Brown LLP, 71 S. Wacker Drive, Chicago, IL 60606, Attention: Jason Quintana and Peter Wolf, email: [***] and [***]. (c) No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. (d) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart and such counterparts may be delivered by the Parties hereto via facsimile or electronic transmission. (e) Amendment; Waiver. This Agreement may be amended or modified, and any provision hereof may be waived, in whole or in part, at any time pursuant to an agreement in writing executed by the Company and the Purchaser. Any failure by any party at any time to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provision or any other provisions hereof. 9 (f) Severability. In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the Parties hereto. (g) Governing Law; Venue; Jury Trial. (i) This Agreement shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to any choice 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 laws of any jurisdiction other than the State of New York. (ii) Each of the Company and Purchaser irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, New York and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and the transactions contemplated herein, or for recognition or enforcement of any judgment, and each of the Company and Purchaser irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such federal court. Each of the Company and Purchaser hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (iii) Each of the Company and Purchaser irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement and the transactions contemplated herein in any court referred to in Section 8(g)(ii) hereof. Each of the Company and Purchaser hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (iv) EACH OF THE COMPANY AND PURCHASER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH OF THE COMPANY AND PURCHASER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT EACH OF THE COMPANY AND PURCHASER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 10 (h) Specific Performance. Each Party acknowledges and agrees that the other Parties hereto would be irreparably harmed and would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed by such first Party in accordance with their specific terms or were otherwise breached by such first Party. Accordingly, each Party agrees that the other Parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such Party is entitled at law or in equity. (i) Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided that the Purchaser may assign its rights and obligations hereunder, in whole or in part, to any of its affiliates without the consent of the Company; provided, further, that no such assignment shall release the Purchaser from its obligations under this Agreement. (j) Expenses. Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent; stamp taxes and all The Depository Trust Company fees associated with the issuance of the Forward Purchase Shares. [Signature page follows] 11 IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above. PURCHASER: THE BOEING COMPANY By: Name: Title: COMPANY: ARCHER AVIATION INC. By: Name: Title: [Signature Page to Forward Equity Purchase Agreement]

EX-99.1 8 tm2622394d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Archer to Shape Physical AI Future of Aerospace and Defense with Acquisition of Boeing’s Wisk Aero, Insitu and SkyGrid Subsidiaries; Boeing to Invest in Archer and Collaborate Transaction creates an end-to-end physical AI platform for aerospace and defense. Adds a profitable defense business generating over $200M in annual revenue[1], with operations across 35 countries, to Archer’s portfolio. Combines Wisk, SkyGrid and Insitu’s pioneering autonomy and airspace intelligence software with Archer’s leading purpose-built AI foundation model for aerospace and defense, ZEE. Boeing to take stake and become a strategic partner to Archer; establishes ongoing Archer and Boeing collaboration and technology sharing arrangement. ARLINGTON, VA & SILICON VALLEY, CA, August 10, 2026 -- The Boeing Company (NYSE: BA) and Archer Aviation Inc. (NYSE: ACHR) today announced the companies have signed definitive agreements in which Archer will acquire Boeing’s Wisk Aero, SkyGrid and Insitu subsidiaries. The deal will combine complementary capabilities developed over decades in autonomy, electric vertical takeoff and landing (eVTOL) aircraft, and unmanned aircraft systems (UAS) – creating a groundbreaking end-to-end physical AI platform for aerospace and defense. Wisk, SkyGrid and Insitu have pioneered and incubated core autonomous flight technologies for the future that, in combination with Archer’s air taxi, UAS and AI technologies, will bring new and innovative solutions to the market. These companies, with nearly two million combined flight hours, are expected to bring a deep autonomy foundation to Archer’s ZEE artificial intelligence platform. This positions Archer to deliver an end-to-end physical AI platform across commercial aerospace, defense and air traffic management that can lead the next generation of aviation. Archer’s Founder and CEO, Adam Goldstein said, “This is a watershed moment for Archer and the future of physical AI in aerospace and defense. This is the next big step forward in becoming a diversified platform, rapidly growing our revenue base and bringing scale to our business.” In conjunction with the transaction, Boeing and Archer are entering into a collaboration and technology-sharing arrangement through which Boeing will retain access to the Wisk core autonomous flight technology for its current and next-generation commercial and defense aircraft. The transaction allows Boeing to retain strategic upside through its stake in Archer and simultaneously focus current and future investments into Boeing’s core businesses. “This transaction is a win-win for Boeing and Archer,” said Brian Yutko, Boeing vice president, Commercial Airplanes Product Development. “It allows Wisk, SkyGrid and Insitu to accelerate capability development and time to market while ensuring Boeing capitalizes on its investments in these technologies over the past two decades through continued development in our core businesses. Having worked with the incredible teams in these companies firsthand, it’s clear this transaction will create an industry leader in the advanced aviation market. We look forward to collaborating with Archer to drive continued innovation in aerospace, defense and autonomy.” About the companies: Wisk is the only company that has designed, built and flown six generations of eVTOL aircraft, amassing nearly 2,000 flight tests. Over the past 16 years, Wisk’s world-class team has developed unmatched autonomy capabilities powered by a next-gen flight-control computer, sensor suite, and radar system designed for certification in both civil and potential defense markets. SkyGrid has built a leading ground-based, aircraft-agnostic air traffic management solution that establishes the digital foundation for the future of automated airspace. SkyGrid enables safe integration, scalable automation and coordinated traffic management that is necessary for commercialization across the aviation ecosystem. Insitu is a pioneer in designing, developing and manufacturing uncrewed aircraft systems (UAS) used in intelligence, surveillance and reconnaissance. Its product portfolio spans high-performance, cost-effective, resilient, VTOL-capable UAS and AI-enabled software solutions. Insitu’s technologies have helped the armed forces of 35 nations make quicker, more informed decisions to bring warfighters home safely. With offices in the US, Australia, the UK, and the UAE, Insitu has manufactured and fielded more than 3,500 UAS and provides operations and support networks in every hemisphere of the globe. Additional details of the transaction are available in Archer’s Form 8-K filed today with the Securities and Exchange Commission. The transaction remains subject to certain agreed-upon closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and is expected to close by the end of 2026. Moelis & Company LLC is acting as financial advisor to Archer and Fenwick & West LLP is serving as outside counsel. J.P. Morgan Securities LLC is serving as financial advisor to Boeing and Mayer Brown LLP is acting as outside counsel. About Boeing A leading global aerospace company and top U.S. exporter, Boeing develops, manufactures and services commercial airplanes, defense products and space systems for customers in more than 150 countries. Our U.S. and global workforce and supplier base drive innovation, economic opportunity, sustainability and community impact. Boeing is committed to fostering a culture based on our core values of safety, quality and integrity. Boeing Media Relations Contact: [email protected] About Archer Archer builds the aircraft and core technologies that will define the next era of flight for aerospace and defense. Archer Media Relations Contact: [email protected] Source: Boeing & Archer Aviation Archer’s Forward-Looking Statements and Disclaimers This press release contains forward-looking statements regarding Archer's future business plans, expectations, and opportunities, including statements regarding the expected timing and structure of the transaction; the ability of the parties to complete the transaction; the expected benefits of the transaction, including future financial and operating results and strategic benefits; and plans, objectives, and anticipated benefits of acquisitions, strategic investments, partnerships, and collaborations with third parties. Forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors. These forward-looking statements are based on Archer's current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from Archer's current expectations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (i) that one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, or may require conditions, limitations or restrictions in connection with such approvals; (ii) the risk that the transaction may not be completed on the terms or in the time frame expected by Archer, or at all; (iii) unexpected costs, charges or expenses resulting from the transaction; (iv) uncertainty of the expected financial performance of Archer following completion of the transaction; (v) failure to realize the anticipated benefits of the transaction, including as a result of delay in completing the transaction or integrating the businesses, on the expected timeframe or at all; (vi) the occurrence of any event that could give rise to termination of the transaction; (vii) the risk that stockholder litigation in connection with the transaction or other litigation, settlements or investigations may affect the timing or occurrence of the transaction or result in significant costs of defense, indemnification and liability; (viii) risks related to the disruption of management time from ongoing business operations due to the pendency of the transaction, or other effects of the pendency of the transaction on the relationship of any of the parties to the transaction with their employees, customers, suppliers or other counterparties; and (ix) other risk factors detailed from time to time in Archer's reports filed with the Securities and Exchange Commission (the "SEC"), including documents that will be filed with the SEC in connection with the transaction. Any forward-looking statements contained herein are based on assumptions that Archer believes to be reasonable as of the date of this press release. Archer undertakes no obligation to update these statements as a result of new information or future events. Boeing’s Forward-Looking Statements and Disclaimers This press release also contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding The Boeing Company, including statements regarding the anticipated terms, timing, and completion of the proposed transaction, the strategic and financial benefits expected to result from the transaction, and Boeing’s future business plans and strategy. These statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are beyond Boeing’s control, and actual results may differ materially from those expressed or implied. Factors that could cause actual results to differ include those described in Boeing’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. Boeing undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. [1] Based on Insitu’s current financials and financial estimates.