| The undersigned acknowledges receipt of the accompanying proxy statement and revokes all prior proxies for said meeting. THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2, 3(A)-(D), 4, 5, 6 AND 7. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. (Continued and to be marked, dated and signed on reverse side) Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on September 14, 2021 at 10:00 a.m., Eastern Time To view the Proxy Statement, please go to: https://www.cstproxy.com/atlascrestcorp/sm2021. PROXY CARD THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3(A)-(D), 4, 5, 6 AND 7. (1) Proposal No. 1 — The Business Combination Proposal – To consider and vote upon a proposal to adopt and approve the Business Combination Agreement, dated as of February 10, 2021 (as amended and restated on July 29, 2021 and as it may be further amended and/or restated from time to time, the “Business Combination Agreement”), by and among Atlas, Archer Aviation Inc., a Delaware corporation (“Archer”) and Artemis Acquisition Sub Inc., a Delaware corporation (“Merger Sub”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Archer, with Archer surviving the merger as a wholly owned subsidiary of Atlas (the “Merger” and, together with the other transactions described in the Business Combination Agreement, the “Business Combination”). Immediately prior to the consummation of the Merger, Atlas will change its corporate name to “Archer Aviation Inc.” (“New Archer”). A copy of the Business Combination Agreement is attached to the accompanying proxy statement as Annex A-1 and Annex A-2 (Proposal No. 1, referred to as the “Business Combination Proposal”); (2) Proposal No. 2 — The Charter Proposal – To consider and vote upon a proposal to approve the proposed amended and restated certificate of incorporation of New Archer in the form attached to the accompanying proxy statement as Annex B (“New Archer Charter”) (Proposal No. 2, referred to as the “Charter Proposal”) . (3) The Governance Proposals — To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the proposed New Archer Charter, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements (Proposals No. 3-A through 3-D, referred to as the “Governance Proposals”): i. Proposal No. 3.A — Governance Proposal A — To increase the total number of shares of all classes of authorized capital stock from (i) 221,000,000, consisting of (a) 220,000,000 shares of common stock, including (1) 200,000,000 shares of Class A common stock, par value $0.0001 per share and (2) 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share, to (ii) 1,310,000,000, consisting of (A) 1,300,000,000 shares of common stock, including (1) 1,000,000,000 shares of Class A common stock, par value $0.0001 per share and (2) 300,000,000 shares of Class B common stock, par value $0.0001 per share, and (B) 10,000,000 shares of preferred stock, par value $0.0001 per share. ii. Proposal No. 3.B — Governance Proposal B — To provide that holders of New Archer Class A Shares (as defined below) will be entitled to one vote per share on all matters to be voted upon by the stockholders, and holders of New Archer Class B Shares (as defined below) will be entitled to ten votes per share on all matters to be voted upon by the stockholders. iii. Proposal No. 3.C — Governance Proposal C — To provide that any amendment to New Archer’s amended and restated bylaws will require the approval of either New Archer’s board of directors or the holders of at least 662∕3% of the voting power of New Archer’s then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class. |