24,000,000 Units Rotor Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2021 • Rotor Acquisition Corp. • Blank checks • New York
SARCOS TECHNOLOGY AND ROBOTICS CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2021 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of September 24, 2021, and is between Sarcos Technology and Robotics Corporation, a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 13th, 2024 • Palladyne AI Corp. • Services-prepackaged software • New York
Palladyne AI Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), on the terms set forth in this agreement (this “Agreement”).
COMMON STOCK PURCHASE WARRANT Palladyne AI Corp.Security Agreement • October 31st, 2024 • Palladyne AI Corp. • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 1, 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 1, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Palladyne AI Corp., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 20th, 2021 • Rotor Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of January 14, 2021 (“Agreement”), by and between Rotor Acquisition Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 20th, 2021 • Rotor Acquisition Corp. • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Rotor Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, dated as of [●], 2021 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 20th, 2021 • Rotor Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of January __, 2021 between Rotor Acquisition Corp., a Delaware corporation (the “Company”), Rotor Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and [BlackRock Entity] (the “Purchaser”).
Rotor Acquisition Corp. c/o Graubard Miller New York, New York 10174 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 30th, 2020 • Rotor Acquisition Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Rotor Acquisition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 20th, 2021 • Rotor Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 14, 2021, by Rotor Acquisition Corp., a Delaware corporation (the “Company”), Rotor Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the other entities listed on the signature page attached hereto (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 6th, 2021 • Rotor Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 5th day of April, 2021, by and among Rotor Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”).
WARRANT AGREEMENT between ROTOR ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 14, 2021Warrant Agreement • January 20th, 2021 • Rotor Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 14, 2021, is by and between Rotor Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Rotor Acquisition Corp. c/o Graubard Miller New York, New York 10174 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 30th, 2020 • Rotor Acquisition Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Rotor Acquisition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
Placement Agency AgreementPlacement Agency Agreement • October 31st, 2024 • Palladyne AI Corp. • Services-prepackaged software • New York
SARCOS CORP. EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2024 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Utah
This Employment Agreement (the “Agreement”) is entered into as of March 5, 2024 (the “Effective Date”) by and between Sarcos Corp. (the “Company”), Sarcos Technology and Robotices Corporation (“Parent”) and Trevor Thatcher (“Executive” and, together with the Company and Parent, the “Parties”).
SARCOS TECHNOLOGY AND ROBOTICS CORPORATION RESTRICTED STOCK AWARD AGREEMENT NOTICE OF RESTRICTED STOCK GRANTRestricted Stock Award Agreement • February 28th, 2024 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Delaware
Unless otherwise defined herein, the terms defined in the Sarcos Technology and Robotics Corporation 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement which includes the Notice of Restricted Stock Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
Registration Rights AgreementRegistration Rights Agreement • April 6th, 2021 • Rotor Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of ____________, 2021, by and among Sarcos Technology and Robotics Corp. (f/k/a Rotor Acquisition Corp.), a Delaware corporation (the “Company”), Rotor Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature page attached hereto (together with any person or entity who hereafter becomes a party pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”). All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreement and Plan of Merger, dated as of April 5, 2021, by and among the Company, Rotor Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Sarcos”) (as amended or supplemented from time to time in accordance with the terms thereof, the “Merger Agreement”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • March 26th, 2024 • Palladyne AI Corp. • General industrial machinery & equipment, nec • California
This Separation Agreement and Release (“Agreement”) is entered into on the last date indicated on the signature page hereof by and between Andrew Hamer (“Employee”) and Sarcos Corp. (the “Company”) (collectively, Employee and the Company referred to as the “Parties” or individually referred to as a “Party”), and which will become effective as set forth below.
EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2024 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Utah
This Employment Agreement (the “Agreement”) is entered into as of January 17, 2024 by and among Sarcos Corp. (the “Company”), Sarcos Technology and Robotics Corporation, the Company’s parent corporation (“Parent”) and Benjamin G. Wolff (“Executive” and, together with the Company and Parent, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 31st, 2024 • Palladyne AI Corp. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2024, between Palladyne AI Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PALLADYNE AI CORP. AMENDMENT TO OPTION AGREEMENTSOption Agreement • May 8th, 2024 • Palladyne AI Corp. • General industrial machinery & equipment, nec
This AMENDMENT TO OPTION AGREEMENTS (the “Amendment”) is made and entered into by and between Palladyne AI Corp. (the “Company”) and Matthew Vogt (the “Participant”) as of April 16, 2024.
Lease AgreementLease Agreement • September 30th, 2021 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Utah
THIS LEASE AGREEMENT (this “Lease”) is made and entered into effective 21 July 2015, by and between B.F. ENTERPRISES, LLC, a Utah limited liability company whose address is 1948 East Michigan Avenue, Salt Lake City, Utah 84108 (“Landlord”), and SARCOS CORP., a Utah corporation whose address is 2458 Promontory Drive, Salt Lake City, UT 84109 (“Tenant”).
LOCK-UP AGREEMENTLock-Up Agreement • April 6th, 2021 • Rotor Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2021 by and among (i) Rotor Acquisition Corp., a Delaware corporation (together with its successors, “Rotor”), (ii) Sarcos Corp., a Utah corporation (“Sarcos”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • March 29th, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2022 (the “Effective Date”) by and between Sarcos Technology and Robotics Corporation (“STRC”), a Delaware corporation (together with its successors, “STRC”) and the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
TRANSITION AGREEMENTTransition Agreement • October 21st, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Utah
This Transition Agreement (“Agreement”) is entered into by and between Sarcos Corp. (“Sarcos” or the “Company”), a wholly-owned subsidiary of Sarcos Technology and Robotics Corporation (“Parent”), and Steven Hansen (“Employee”) (collectively “Parties”) to set forth the terms and conditions of Employee’s separation from Sarcos.
WAIVER AGREEMENTWaiver Agreement • April 6th, 2021 • Rotor Acquisition Corp. • Blank checks • Delaware
This WAIVER AGREEMENT (the “Waiver Agreement”), dated as of April 5, 2021, is entered into by and among Rotor Sponsor LLC, a Delaware limited liability company (“Sponsor”), Rotor Acquisition Corp., a Delaware corporation (“Acquiror”), and certain holders of Class B Common Stock in Acquiror listed in the signature page hereto (“Class B Stockholders”). Capitalized terms used but not defined herein shall have such meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 30th, 2021 • Rotor Acquisition Corp. • General industrial machinery & equipment, nec • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”), dated as of August 28, 2021 is by and among Rotor Acquisition Corp., a Delaware corporation (“Rotor”), Rotor Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (the “Company”) (collectively, the “Parties” and each, a “Party”). Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have respective meanings ascribed to such terms in the Merger Agreement (as defined below).
To: Kristi MartindaleEmployment Agreement • August 9th, 2023 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec
NONCOMPETITION AND NONSOLICITATION AGREEMENTNoncompetition and Nonsolicitation Agreement • April 27th, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Delaware
This NONCOMPETITION AND NONSOLICITATION AGREEMENT (the “Agreement”) is entered into as of March 27, 2022 by and between Spiral Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), Spiral Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), Sarcos Technology and Robotics Corporation (“Parent,” and together with Merger Sub I and Merger Sub II, the “Acquiror”) and Jorgen Pedersen, an individual resident of Pennsylvania (the “Key Holder”).
SARCOS CORP. PROMOTION AGREEMENTPromotion Agreement • May 11th, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec
On behalf of Sarcos Corp. ("Sarcos"), I am pleased to provide you with the following change of position & salary. Your new position/title will be Chief Technology Officer. Your new leader and person to report to will be Kiva Allgood, CEO of Sarcos. This is a Full-Time, Salary, Exempt position and will require you to dedicate your full-time attention to fulfill your designated time, duties, and obligations to Sarcos.
SARCOS CORP. EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Pennsylvania
This Employment Agreement (the “Agreement”) is entered into as of the date on the signature page and is effective as of the Closing (as defined below) (the “Effective Date”) by and between Sarcos Corp. (the “Company”), Sarcos Technology and Robotics Corporation, the Company’s parent corporation (“Parent”), and Jorgen Pedersen (“Executive” and together with the Company and Parent, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 31st, 2024 • Palladyne AI Corp. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2024, between Palladyne AI Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PALLADYNE AI CORP. AMENDMENT TO OPTION AGREEMENTSOption Agreement • May 8th, 2024 • Palladyne AI Corp. • General industrial machinery & equipment, nec
This AMENDMENT TO OPTION AGREEMENTS (the “Amendment”) is made and entered into by and between Palladyne AI Corp. (the “Company”) and Denis Garagic (the “Participant”) as of April 16, 2024.
PALLADYNE AI CORP. AMENDMENT TO OPTION AGREEMENTSOption Agreement • May 8th, 2024 • Palladyne AI Corp. • General industrial machinery & equipment, nec
This AMENDMENT TO OPTION AGREEMENTS (the “Amendment”) is made and entered into by and between Palladyne AI Corp. (the “Company”) and Trevor Thatcher (the “Participant”) as of April 16, 2024.
LOCK-UP AGREEMENTLock-Up Agreement • April 6th, 2021 • Rotor Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2021 by and among (i) Rotor Acquisition Corp., a Delaware corporation (together with its successors, “Rotor”), (ii) Sarcos Corp., a Utah corporation (“Sarcos”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
January 19, 2024 VIA DOCUSIGN Denis Garagic [***] Re: Retention Bonus Opportunity Dear Denis:Retention Bonus Agreement • May 8th, 2024 • Palladyne AI Corp. • General industrial machinery & equipment, nec
This letter agreement (the “Agreement”) sets forth the terms and conditions of a retention bonus offered as an incentive for you to remain employed by Sarcos Corp. (the “Company”). Reference is made to the Employment Agreement by and between you, the Company and Sarcos Technology and Robotics Corporation, the Company’s parent (“Parent”), entered into as of January 29, 2022 (the “Employment Agreement”).
