0001213900-21-003229 Sample Contracts

24,000,000 Units Rotor Acquisition Corp. UNDERWRITING AGREEMENT
Rotor Acquisition Corp. • January 20th, 2021 • Blank checks • New York
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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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.

INDEMNIFICATION AGREEMENT
Indemnification 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”).

SUBSCRIPTION AGREEMENT
Subscription 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”).

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

WARRANT AGREEMENT between ROTOR ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 14, 2021
Warrant 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.
Rotor Acquisition Corp. • January 20th, 2021 • 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.

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