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”).
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”).
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).
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).
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).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ROTOR ACQUISITION CORP., ROTOR MERGER SUB CORP., AND SARCOS CORP. DATED AS OF APRIL 5, 2021Merger Agreement • April 6th, 2021 • Rotor Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 5, 2021, is made 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”). Rotor, Merger Sub, and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
