The Reporting Persons received the Ordinary Shares reported in this Schedule 13D as a result of the closing of the Initial Investment (as defined below) and the Open Market Purchases (as defined below). Prior to the closing of the Initial Investment, SF held an aggregate of 15,163,701 Ordinary Shares (giving effect to the Reverse Split), and Imagination Aero did not hold shares in Vertical. On February 22, 2024, Vertical executed an investment agreement (the "Old Investment Agreement") with Imagination Aero. Under the Old Investment Agreement, Vertical agreed to issue to Imagination Aero, and Imagination Aero agreed to purchase from the Issuer, up to $50 million of newly-issued ordinary shares and warrants. On March 13, 2024, the Issuer and Imagination Aero completed the first tranche of the equity investment (the "Initial Investment") in accordance with the Old Investment Agreement upon receipt by the Issuer of $25 million in British Pound Sterling based on the exchange rate specified in the Old Investment Agreement. As a result of the above, on March 13, 2024, in connection with the closing of the Initial Investment, Imagination Aero received, in each case giving effect to the Reverse Split, 200,000 Ordinary Shares and 5,000,000 warrants (the "Warrants"), immediately exercisable. The Reporting Persons therefore became beneficial owners of 5,200,000 additional Ordinary Shares of Vertical, representing 19.17% of the total issued and outstanding Ordinary Shares at the time. In March 2024, SF purchased an aggregate amount of 123,222 Ordinary Shares (giving effect to the Reverse Split) from various holders (the "Open Market Purchases"). As a result of the Open Market Purchases and the Initial Investment and after giving effect to the Reverse Split, SF now holds 15,286,923 Ordinary Shares, and is the beneficial owner of 20,486,923 Ordinary Shares representing 27.48% of the Ordinary Shares issued and outstanding as reported on the Issuer's Form 6-K filed on December 20, 2024 after giving effect to the issuance of 47,343,585 Ordinary Shares to Mudrick Capital Management L.P. ("Mudrick Capital") pursuant to the conversion of approximately $130 million of the principal and accrued interest of the Issuer's outstanding Convertible Senior Secured Notes due 2026 (the "Partial Conversion") on December 23, 2024. The acquisitions of the securities in the Initial Investment and the Open Market Purchases were funded with the working capital of Imagination Aero and SF's personal funds, respectively.

On February 22, 2024, the Issuer entered into the Old Investment Agreement with Imagination Aero, in respect of a commitment by SF to provide up to $50 million of funding to the Issuer in the form of an equity investment, subject to the terms and conditions of the Old Investment Agreement. On March 13, 2024, the Issuer and Imagination Aero completed the first tranche of the equity investment (the "Initial Investment") in accordance with the Old Investment Agreement upon receipt by the Issuer of $25 million in British Pound Sterling based on the exchange rate specified in the Old Investment Agreement. As contemplated by the Old Investment Agreement, at the closing of the Initial Investment, the Issuer entered into the following ancillary agreements, among others: A warrant instrument (the "Warrant Instrument") in respect of the warrants to purchase Ordinary Shares issuable to Imagination Aero pursuant the terms of the Old Investment Agreement; A registration rights agreement with Imagination Aero (the "Registration Rights Agreement"), pursuant to which, subject to certain requirements and customary conditions, Imagination Aero may demand at any time or from time to time, that the Issuer file a registration statement with the SEC to register the Ordinary Shares issued and issuable pursuant to the Old Investment Agreement, and the Ordinary Shares issuable upon exercise of the warrants issued pursuant to the Warrant Instrument; and A letter agreement with SF (the "SF Reserved Matters Letter Agreement"), pursuant to which the Issuer agreed not to take certain actions so long as SF directly or indirectly holds certain percentages of the Issuer's issued and outstanding Ordinary Shares. As contemplated by the Agreement in Principle, the Reporting Persons entered into the following agreements: On December 15, 2024, the Reporting Persons entered into the Forbearance Agreement (the "Forbearance Agreement") with Mudrick Capital, the Issuer and VAGL, pursuant to which, among other things, the Reporting Persons, together with any other fund, entity or account that is affiliated with SF (collectively with the Reporting Persons, the "SF Parties"),agreed to take such actions as are reasonably necessary to support and give effect to the transactions contemplated by the Agreement in Principle, including to attend any shareholder meeting in respect of the transactions (or any part thereof) contemplated by the Agreement in Principle and vote (or cause to be voted) all of their Ordinary Shares in favor of the transactions contemplated by the Agreement in Principle. On December 20, 2024, the Reporting Persons entered into the Investment Agreement (the "New Investment Agreement") with Mudrick Capital, the Issuer and VAGL, pursuant to which, among other things, the SF Parties have the right to participate for $25 million of Ordinary Shares and/or warrants exercisable for Ordinary Shares in the Issuer's next equity offering (the "First Equity Offering") on the same economic terms as other investors in the First Equity Offering, or in the event the SF Parties elect not to participate in the First Equity Offering, a 12-month option to invest $25 million in Ordinary Shares at a strike price equal to the per share purchase price paid by investors in the First Equity Offering. The New Investment Agreement provides that any securities acquired by the SF Parties pursuant to their participation rights or their 12-month option constitute "Investment Shares" and "Registrable Securities" for all purposes under the Registration Rights Agreement. The parties to the New Investment Agreement agreed and acknowledged that all remaining obligations arising pursuant to the Old Investment Agreement (including in respect of the second tranche $25 million funding commitment) will expire as of the Partial Conversion Date (as defined in the New Investment Agreement), which was December 23, 2024, and that such obligations will be replaced by the SF Parties' participation rights as set forth in the New Investment Agreement.In addition, pursuant to the New Investment Agreement, VAGL agreed that so long as any of the SF Parties beneficially owns more than 3% of the issued and outstanding Ordinary Shares, SF shall be entitled to serve as a director on the VAGL Board, and so long as such directorship position is held, SF shall have the right to appoint one representative for meetings of the VAGL Board if SF is unable to attend such meetings. On December 23, 2024, the Reporting Persons entered into the Shareholder Letter Agreement (the "Shareholder Agreement") with Mudrick Capital and the Issuer, pursuant to which, among other things, so long as the SF Parties beneficially own more than 3% of the Ordinary Shares issued and outstanding, (i) the SF Parties retain a right to participate on a pro rata basis in future equity raises by the Issuer, subject to the above-mentioned 12-month option in respect of the First Equity Offering, (ii) Mudrick Capital will take all actions necessary to ensure SF holds one directorship position on the Board and one directorship position on the VAGL Board, including voting in favor of any resolution to appoint SF to the Board and the VAGL Boardand (iii) the Issuer is required to obtain SF's written consent prior to proposing the adoption of any amendment to the Articles that, once adopted, will materially and adversely affect SF's board rights. In addition, pursuant to the Shareholder Agreement, for so long as SF holds a directorship position on the Board and/or the VAGL Board, SF shall have the right to appoint a representative for meetings of the Board or the VAGL Board that SF is unable to attend, which representative may act and vote on behalf of SF by way of proxy. On December 23, 2024, SF entered into a termination agreement (the "Termination Agreement") with the Issuer, pursuant to which, among other things, all veto rights and reserved matters in favor of SF pursuant to the SF Reserved Matters Letter Agreement were removed and the SF Reserved Matters Letter Agreement was terminated. On December 23, 2024, the Reporting Persons entered into a lock-up agreement (the "New Lock-Up Agreement" and together with the Fourth A&R Articles, the Forbearance Agreement, the New Investment Agreement, the Shareholder Agreement, the Termination Agreement and the other agreements contemplated by the New Investment Agreement, the "December 2024 Transaction Documents"), with the Issuer, pursuant to which the Reporting Persons agreed to certain restrictions on their ability to transfer the Ordinary Shares they beneficially own as of the Partial Conversion Date for a period ending on the earlier to occur of (i) the completion of the First Equity Offering and (ii) March 31, 2025. The foregoing summaries of the Warrant Instrument, the Registration Rights Agreement, the Forbearance Agreement, the New Investment Agreement, the Shareholder Agreement, the Termination Agreement and the New Lock-Up Agreement are qualified in their entirety by the full text of such agreements attached hereto as Exhibits 1, 2, 3, 4, 5, 6 and 7, respectively, and incorporated herein by reference. Except as set forth herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Exhibit 1 Warrant Instrument, by and between Vertical Aerospace Ltd. and Imagination Aero Investment Ltd., dated March 13, 2024 (incorporated by reference to Exhibit 99.1 to Report of Foreign Private Issuer Pursuant to Section 13a-16 or 15d-16 of Vertical Aerospace Ltd. on Form 6-K (File No. 001-41169), filed with the SEC on March 13, 2024). Exhibit 2 Registration Rights Agreement, by and between Vertical Aerospace Ltd. and Imagination Aero Investment Ltd., dated March 13, 2024 (incorporated by reference to Exhibit 99.3 to Report of Foreign Private Issuer Pursuant to Section 13a-16 or 15d-16 of Vertical Aerospace Ltd. on Form 6-K (File No. 001-41169), filed with the SEC on March 13, 2024). Exhibit 3 Forbearance Agreement, dated as of December 15, 2024, by and among Mudrick Capital Management, L.P., Vertical Aerospace Ltd., Vertical Aerospace Group Limited, Stephen Fitzpatrick and Imagination Aero Investment Ltd. (incorporated by reference to Exhibit 1 to Amendment No. 2 to Schedule 13D under the Securities Exchange Act of 1934 (File No. 005-93177), filed with the SEC on December 17, 2024). Exhibit 4 Investment Agreement, dated as of December 20, 2024, by and among Vertical Aerospace Ltd., Vertical Aerospace Group Limited, Mudrick Capital Management, L.P., Stephen Fitzpatrick and Imagination Aero Investment Ltd. (incorporated by reference to Exhibit 99.2 to Report of Foreign Private Issuer Pursuant to Section 13a-16 or 15d-16 of Vertical Aerospace Ltd. on Form 6-K (File No. 001-41169), filed with the SEC on December 20, 2024). Exhibit 5 Shareholder Letter Agreement, dated as of December 23, 2024, by and among Mudrick Capital Management, L.P., Stephen Fitzpatrick, Imagination Aero Investment Ltd. and Vertical Aerospace Ltd. (incorporated by reference to Exhibit 99.1 to Report of Foreign Private Issuer Pursuant to Section 13a-16 or 15d-16 of Vertical Aerospace Ltd. on Form 6-K (File No. 001-41169), filed with the SEC on December 23, 2024). Exhibit 6 Termination Agreement, dated as of December 23, 2024, by and between Vertical Aerospace Ltd. and Stephen Fitzpatrick (incorporated by reference to Exhibit 99.5 to Report of Foreign Private Issuer Pursuant to Section 13a-16 or 15d-16 of Vertical Aerospace Ltd. on Form 6-K (File No. 001-41169), filed with the SEC on December 23, 2024). Exhibit 7 Lock-Up Agreement, dated as of December 23, 2024, by and among Stephen Fitzpatrick, Imagination Aero Investment Ltd. and Vertical Aerospace Ltd. (incorporated by reference to Exhibit 99.2 to Report of Foreign Private Issuer Pursuant to Section 13a-16 or 15d-16 of Vertical Aerospace Ltd. on Form 6-K (File No. 001-41169), filed with the SEC on December 23, 2024). Exhibit 8 Fourth Amended and Restated Memorandum and Articles of Association of Vertical Aerospace Ltd. (incorporated by reference to Exhibit 3.1 to Report of Foreign Private Issuer Pursuant to Section 13a-16 or 15d-16 of Vertical Aerospace Ltd. on Form 6-K (File No. 001-41169), filed with the SEC on December 23, 2024). Exhibit 9 Joint Filing Agreement, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 7 to Schedule 13D under the Securities Exchange Act of 1934 (File No. 005-93177), filed with the SEC on March 29, 2024).