Lilium GmbH executed non-binding term sheet to acquire Qell Acquisition Corp. (NasdaqCM:QELL) from Qell Partners LLC and others in a reverse merger transaction for $2.4 billion on January 26, 2021. Lilium GmbH entered into an agreement to acquire Qell Acquisition Corp. (NasdaqCM:QELL) from Qell Partners LLC and others in a reverse merger transaction on March 30, 2021. The consideration to be received by the Lilium equity holders in connection with the Business Combination will be an aggregate number of Holdco Shares equal to (a) $2.4 billion (subject to certain downward adjustments set forth in the Business Combination Agreement), divided by (b) $10. The transaction values the combined company at $3.3 billion. All Lilium shareholders, but for Daniel Wiegand, will receive Class A Holdco Ordinary Shares in the transaction. Daniel Wiegand will receive Class B Holdco Ordinary Shares in the transaction. Upon completion of the transaction, Daniel Wiegand will hold 3:1 super voting shares. Lilium existing shareholders will own approximately 75% of the combined company. Lilium's existing shareholders will roll 100% of their shares into the combined company. The combined company is expected to receive approximately $830 million of gross proceeds from a fully committed common stock PIPE offering of $450 million from long-term financial investors including Baillie Gifford, funds and accounts managed by BlackRock, Tencent, Ferrovial, LGT and its direct impact investing arm Lightrock, Palantir, Atomico, FII Institute and private funds affiliated with PIMCO. Upon close of the transaction, the combined company will be called Lilium and its ordinary shares will be listed on the Nasdaq under the ticker symbol "LILM" and "LILMW" respectively.

Daniel Wiegand, the Chief Executive Officer and Geoffrey Richardson, the Chief Financial Officer are intended to continue to serve as Lilium's executive officers upon consummation of the Business Combination. Pursuant to the Business Combination Agreement, effective immediately upon closing, the board will be comprised of at least five and up to a total of nine directors, with each director serving a one-year term, other than Barry Engle, who shall serve a three-year term. The board intends to consist of Thomas Enders, Barry Engle, Daniel Wiegand, David Wallerstein, Niklas Zennström, Gabrielle Toledano, Henri Courpron and up to two additional directors who will be designated by Lilium. The management team will consist solely of Lilium's current management team. As of September 1, 2021, David Neeleman was appointed to the Board of Directors of Lilium N.V. which will be effective upon completion of transaction. David joins other recently announced appointees to the post-combination Board, which is expected to be chaired by Thomas Enders and include Gabrielle Toledano and Henri Courpron.

Combined company expected to add Barry Engle to the Board, joining current Board members. Thomas Enders will assume the role of Chairman of the Board of Directors of Lilium N.V. The transaction is subject to the approval by Qell's stockholders; the registration statement shall have become effective; any applicable waiting period under the HSR Act shall have expired or terminated and any consent pursuant to any applicable Antitrust Law shall have been obtained; Qell shall have at least $5,000,001 of net tangible assets immediately after the closing; Qell's shares shall have been approved for listing on Nasdaq; execution of registration rights agreement; and the satisfaction or waiver of other customary closing conditions. The Boards of Directors of both Lilium and Qell have unanimously approved the proposed business combination. Approval of the Merger Proposal requires the affirmative vote of holders of at least two-thirds of the Qell Ordinary Shares that are entitled to vote and are voted at the General Meeting. The Qell Board recommends the shareholders to vote for the merger. The extraordinary general meeting of Qell Acquisition Corp. will be held on September 10, 2021 to approve the transaction. On August 9, 2021, the Registration Statement was declared effective by the SEC.Qell Acquisition Corp. announced on September 10, 2021, that its shareholders voted to approve the proposed business combination. More than 98% of the votes cast at the Extraordinary General Meeting of Shareholders held on September 10, 2021 were in favor of the business combination. The transaction is expected to be completed in the second quarter of 2021. As per disclosure of September 10, 2021, The business combination is expected to close on September 14, 2021. Net cash from the transaction will be used to fund the commercial launch of Lilium's 7-Seater Jet.

JP Morgan Securities LLC and Barclays Capital Inc. are acting as financial and capital markets advisors to Qell. Jocelyn Arel, Michelle Tong, John Haggerty, Joshua Klazkin, Gregor Klenk, Heiko Penndorf and Felix Krueger of Goodwin Proctor LLP are serving as legal advisors to Qell. Citigroup Global Markets Inc. is acting as exclusive financial advisor to Lilium. Christopher Grew, Marsha Mogilevich, Christopher Rödter, Lars Mesenbrink, Harry Clark, Jeanine P. McGuinness, Stefan Renner, Stefan Schultes-Schnitzlein, Michael Y. Yang, J. T. Ho, Oliver Duys, Douglas Lahnborg, Timo Holzborn and Nell Scott of Orrick, Herrington & Sutcliffe (UK) LLP and Carl P. Marcellino, Tara Fisher, Paul Tropp, Libby Todd, Elaine Murphy, Regina Sam Penti, Renata Ferrari and Loretta Richard of Ropes & Gray LLP are serving as legal advisors to Lilium. Daniel Daeniker of Homburger acted as legal advisor to Qell Acquisition Corp. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Qell Acquisition. Paul de Vries, Sylvia Dikmans, Marijn van Horen, Joris Verbaandert and Jetty Tukker of Houthoff Buruma Coöperatief U.A. acted as legal advisor to Qell. Morrow is the proxy solicitor to Qell and will receive a fee of $37,500. Citigroup will receive $20 million, Barclays will receive $4 million and JP Morgan will receive $8 million as a fees.

Lilium GmbH completed the acquisition of Qell Acquisition Corp. (NasdaqCM:QELL) from Qell Partners LLC and others in a reverse merger transaction on September 14, 2021. Beginning September 15, 2021, Lilium's Class A ordinary shares and redeemable warrants will trade on the Nasdaq under the symbols "LILM" and "LILMW", respectively. As a result of the business combination, Lilium will receive approximately $584 million of gross proceeds, prior to transaction expenses, including from funds managed by leading strategic and long-term financial investors including Atomico, Baillie Gifford, LGT and its affiliate impact investing platform Lightrock, funds and accounts managed by BlackRock, Tencent, Ferrovial, Palantir, Honeywell, FII Institute and private funds affiliated with PIMCO. At closing, Tom Enders, will become Chairman of the Board and will be joined on the Board of Directors by Daniel Wiegand, Barry Engle, Gabrielle Toledano, Henri Courpron, David Wallerstein, Niklas Zennström, David Neeleman and Margaret M. Smyth. Net cash from the transaction will be used to fund the commercial launch of Lilium's 7-Seater Jet. Lilium's existing shareholders will roll 100% of their shares into the combined company. Piper Sandler & Co. and Oppenheimer & Co. Inc. acted as financial advisors to Lilium.