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.

(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.

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.

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;

(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.

(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.

(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

(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.

(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 [***].

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.

(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.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.