20,000,000 Units Rotor Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 30th, 2020 • Rotor Acquisition Corp. • Blank checks • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 30th, 2020 • Rotor Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of [●], 2021 (“Agreement”), by and between Rotor Acquisition Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2020 • 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 • December 30th, 2020 • Rotor Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of December __, 2020 between Rotor Acquisition Corp., a Delaware corporation (the “Company”), Rotor Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and [__________] (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 • December 30th, 2020 • Rotor Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 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”).
WARRANT AGREEMENT between ROTOR ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • December 30th, 2020 • Rotor Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 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.
ROTOR ACQUISITION CORP. c/o Graubard Miller 405 Lexington Ave, 11th Floor New York, New York 10174Office Space and Administrative Services Agreement • December 30th, 2020 • Rotor Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Rotor Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Graubard Miller shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 405 Lexington Avenue, 11th Floor, New York, New York 10174 (or any successor location) free of charge.
