Exhibit
10.3


 


SUBSCRIPTION
AGREEMENT


 


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”).


 


WHEREAS,
substantially concurrently with the execution and delivery of this Subscription Agreement, the Issuer is entering into that certain Agreement
and Plan of Merger, dated as of the date of this Subscription Agreement (as may be amended or supplemented from time to time, the “Transaction
Agreement”), among the Issuer, Rotor Merger Sub Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Issuer
(“Merger Sub”) and Sarcos Corp., a Utah corporation (“Sarcos”), whereby, among other things, Merger
Sub will merge with and into Sarcos, with Sarcos continuing as the surviving entity and a wholly-owned subsidiary of the Issuer, on the
terms and subject to the conditions set forth therein (the “Transaction”);


 


WHEREAS,
in connection with the Transaction, on the terms and subject to the conditions set forth in this Subscription Agreement, Subscriber desires
to subscribe for and purchase from the Issuer the number of shares of the Issuer’s Class A common stock, par value $0.0001 per
share (the “Class A Shares”), set forth on the signature page hereto (the “Acquired Shares”) for
a purchase price of $10.00 per share (the “Share Purchase Price” and the aggregate purchase price set forth on the
signature page hereto for the Acquired Shares, the “Purchase Price”), and the Issuer desires to issue and sell to
Subscriber the Acquired Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Issuer at the
Closing (as defined herein); and


 


WHEREAS,
in connection with the Transaction, certain institutional “accredited investors” (as such term is defined in Rule 501 under
the Securities Act of 1933, as amended (the “Securities Act”)) or “qualified institutional buyers” (as
defined in Rule 144A promulgated under the Securities Act) other than the Subscriber (each, an “Other Subscriber”),
have entered into subscription agreements with the Issuer substantially similar to this Subscription Agreement, pursuant to which such
Other Subscribers have agreed to subscribe for and purchase, and the Issuer has agreed to issue and sell to such Other Subscribers, on
the Closing Date (as defined herein), Class A Shares at the Share Purchase Price (the “Other Subscription Agreements”).


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions,
herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1. Subscription.
Subject to the terms and conditions hereof, Subscriber hereby subscribes for and agrees to purchase, and the Issuer hereby agrees to
issue and sell to Subscriber, upon the payment of the Purchase Price, the Acquired Shares (such subscription and issuance, the “Subscription”).


 


2.
Closing.


 


a. Subject
to the satisfaction or waiver of the conditions set forth in Sections 2(c) and 2(d), the closing of the Subscription contemplated
hereby (the “Closing”) shall occur on the date of, and at a time immediately prior to or substantially concurrently
with, the closing of the Transaction (such date, the “Closing Date”) and is contingent upon the subsequent occurrence
of the closing of the Transaction. Not less than five (5) business days prior to the anticipated Closing Date, the Issuer shall provide
written notice to Subscriber (the “Closing Notice”) of the anticipated Closing Date specifying (i) the anticipated
Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Issuer.


 






     


     


    




 


b. Subject
to the satisfaction or waiver of the conditions set forth in Sections 2(c) and 2(d) (other than those conditions that by
their nature are to be satisfied at the closing of the Transaction pursuant to the Transaction Agreement, but without affecting the requirement
that such conditions be satisfied or waived at the closing of the Transaction):


 


(i) At
least one (1) business day prior to the anticipated Closing Date specified in the Closing Notice, or such other time agreed to between
the Issuer and the Subscriber (or as soon as practicable after Subscriber receives from the Issuer or its transfer agent evidence of
the issuance of the Acquired Shares on the Closing Date from the transfer agent), Subscriber shall deliver to the Issuer the Purchase
Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer
in the Closing Notice; and


 


(ii) On
the Closing Date the Issuer shall deliver to Subscriber the Acquired Shares against and upon payment by the Subscriber in book entry
form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws),
in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as
applicable. Each book entry for the Acquired Shares shall contain a legend in substantially the following form:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.
THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.


 


c. The
Issuer’s obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted
by applicable law, the waiver by the Issuer, of each of the following conditions:


 


(i) all
representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects
(other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined herein),
which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the
Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of each such party contained
in this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier
date, which shall be true and correct in all material respects as of such earlier date);


 






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(ii) Subscriber
shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this
Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of such
performance, satisfaction or compliance would not or would not be reasonably likely to prevent, materially delay, or materially impair
the ability of Subscriber to consummate the Closing;


 


(iii) no
governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether
temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Subscription illegal or
otherwise preventing or prohibiting consummation of the Subscription, and no governmental authority shall have instituted or threatened
in writing a proceeding seeking to impose any such prevention or prohibition; and


 


(iv) all
conditions precedent to the Issuer’s obligation to effect the Transaction set forth in the Transaction Agreement shall have been
satisfied or waived (other than those conditions that (x) may only be satisfied at the closing of the Transaction, but subject to the
satisfaction or waiver of such conditions as of the closing of the Transaction, or (y) will be satisfied by the Closing and the closing
of the transactions contemplated by the Other Subscription Agreements).


 


d. Subscriber’s
obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted by applicable
law, the waiver by Subscriber, of each of the following conditions:


 


(i) all
representations and warranties of the Issuer contained in this Subscription Agreement shall be true and correct in all material respects
(other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which
representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing
shall constitute a reaffirmation by Issuer of each of the representations, warranties and agreements of each such party contained in
this Subscription Agreement as of the Closing Date (other than those representations and warranties expressly made as of an earlier date,
which shall be true and correct in all material respects as of such earlier date);


 


(ii) no
governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether
temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Subscription illegal or
otherwise preventing or prohibiting consummation of the Subscription, and no governmental authority shall have instituted or threatened
in writing a proceeding seeking to impose any such prevention or prohibition;


 


(iii) the
Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by
this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of
such performance, satisfaction or compliance would not or would not be reasonably likely to prevent, materially delay, or materially
impair the ability of the Issuer to consummate the Closing;


 






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(iv) no
suspension of the qualification of the Class A Shares for offering or sale or trading in any jurisdiction, and no suspension or removal
from listing of the Class A Shares on the Stock Exchange shall have occurred;


 


(v) the
terms of the Transaction Agreement (as the same exists on the date of this Subscription Agreement), including, without limitation, any
representation or covenant of the Issuer or Sarcos in the Transaction Agreement relating to the financial position or outstanding indebtedness
of the Issuer or Sarcos, shall not have been amended, modified or waived in a manner that would reasonably be expected to materially
and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement;


(vi) no
closing condition, if any, appearing in the Transaction Agreement made available to Subscriber prior to the execution of this Subscription
Agreement relating to the Aggregate Rotor Transaction Proceeds (as defined in the Transaction Agreement) as of the Closing shall be waived
or amended; and


 


(vii) all
conditions precedent to the closing of the Transaction set forth in the Transaction Agreement, including all necessary approvals of the
Issuer’s stockholders and regulatory approvals required by the Transaction Agreement, if any, shall have been satisfied or waived
(other than those conditions that (x) may only be satisfied at the closing of the Transaction, but subject to the satisfaction or waiver
of such conditions as of the closing of the Transaction, or (y) will be satisfied by the Closing and the closing of the transactions
contemplated by the Other Subscription Agreements).


 


e. Prior
to or at the Closing, Subscriber shall execute and deliver such additional documents and take such additional actions as the Issuer reasonably
may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.


 


f. If
the closing of the Transaction does not occur within two (2) business days of the Closing, the Issuer shall promptly (but not later than
one (1) business day thereafter) return the Purchase Price to Subscriber in immediately available funds to the account specified by Subscriber,
and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, unless and until this Subscription Agreement
is terminated in accordance with Section 7 herein, Subscriber shall remain obligated (A) to redeliver funds to the Issuer following
the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing immediately prior to or substantially
concurrently with the consummation of the Transaction.


 


3.
Issuer Representations and Warranties. The Issuer represents and warrants that:


 


a. The
Issuer has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware,
with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter
into, deliver and perform its obligations under this Subscription Agreement.


 






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b. The
Acquired Shares have been duly authorized and, when issued and delivered to Subscriber against full payment for the Acquired Shares in
accordance with the terms of this Subscription Agreement, the Acquired Shares will be validly issued, fully paid and non-assessable and
will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s certificate
of incorporation (as amended as of the Closing Date) and bylaws (as amended as of the Closing Date) or under the laws of the State of
Delaware.


 


c. This
Subscription Agreement, the Other Subscription Agreements and the Transaction Agreement (collectively, the “Transaction Documents”)
have been duly authorized, executed and delivered by the Issuer and are enforceable against the Issuer in accordance with their respective
terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or
equity.


 


d. Assuming
the accuracy of Subscriber’s representations and warranties in Section 4, the execution and delivery by the Issuer of the
Transaction Documents, and the performance by the Issuer of its obligations under the Transaction Documents, including the issuance and
sale of the Acquired Shares and the consummation of the other transactions contemplated herein, do not and will not conflict with or
result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any of the property or assets of the Issuer pursuant to the terms of (i) any indenture, mortgage,
deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer is a party or by which the Issuer
is bound or to which any of the property or assets of the Issuer is subject, which would be reasonably expected to have, individually
or in the aggregate, a material adverse effect on the business, properties, financial condition, stockholders’ equity or results
of operations of the Issuer (a “Material Adverse Effect”) or materially affect the validity of the Acquired Shares
or the legal authority of the Issuer to comply in all material respects with the terms of this Subscription Agreement; (ii) the organizational
documents of the Issuer; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body,
domestic or foreign, having jurisdiction over the Issuer or any of its properties that would be reasonably expected to have, individually
or in the aggregate, a Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority of the
Issuer to comply in all material respects with this Subscription Agreement.


 


e. There
are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will
be triggered by the issuance of (i) the Acquired Shares or (ii) the Class A Shares to be issued pursuant to any Other Subscription Agreement,
in each case, that have not been or will not be validly waived on or prior to the Closing Date.


 


f. The
Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a
default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer is now a party
or by which the Issuer’s properties or assets are bound, or (iii) any statute or any judgment, order, rule or regulation of any
court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except, in the
case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect.


 






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g.
Assuming the accuracy of Subscriber’s representations and warranties in Section 4, the Issuer is not required to obtain
any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal,
state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery
and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Acquired Shares), other
than (i) the filing with the Securities and Exchange Commission (the “Commission”) of the Registration Statement (as
defined below), (ii) filings required by applicable state or federal securities laws, (iii) the filings required in accordance with Section
9(n), (iv) those required by the New York Stock Exchange or such other applicable stock exchange on which the Issuer’s Class
A Shares are then listed (the “Stock Exchange”), including with respect to obtaining stockholder approval, and (v)
the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or
have a material adverse effect on the Issuer’s ability to consummate the transactions contemplated hereby, including the sale and
issuance of the Acquired Shares.


 


h. The
authorized capital stock of the Issuer consists of (i) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred
Stock”), (ii) 70,000,000 Class A Shares, and (iii) 12,500,000 shares of Class B common stock, par value $0.0001 per share (“Class
B Shares”). As of the date hereof and as of immediately prior to the Closing: (1) no shares of Preferred Stock are issued and
outstanding, (2) 27,600,000 Class A Shares are issued and outstanding, (3) 6,900,000 Class B Shares are issued and outstanding, (4) 13,800,000
public warrants, each entitling the holder thereof to purchase one Class A Share at an exercise price of $11.50 per Class A Share, and
(5) 7,270,000 private placement warrants, each entitling the holder thereof to purchase one Class A Share at an exercise price of $11.50
per Class A Share, are outstanding. All (i) issued and outstanding Class A Shares and Class B Shares have been duly authorized and validly
issued, are fully paid and are non-assessable and are not subject to preemptive rights and (ii) outstanding warrants have been duly authorized
and validly issued, are fully paid and are not subject to preemptive rights. Except as set forth above and pursuant to the Other Subscription
Agreements and the Transaction Agreement, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire
from the Issuer any Class A Shares, Class B Shares, or other equity interests in the Issuer, or securities convertible into or exchangeable
or exercisable for such equity interests. As of the date hereof, the Issuer has no subsidiaries (other than Merger Sub) and does not
own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated.
There are no stockholder agreements, voting trusts or other agreements or understandings to which the Issuer is a party or by which it
is bound relating to the voting of any securities of the Issuer, other than (A) as set forth in the SEC Documents (as defined below)
and (B) as contemplated by the Transaction Agreement.


 






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i. The
issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and are listed for trading on the Stock Exchange. There is no suit, action, proceeding or investigation
pending or, to the knowledge of the Issuer, threatened against the Issuer by the Stock Exchange or the Commission with respect to any
intention by such entity to deregister the Class A Shares or prohibit or terminate the listing of the Class A Shares on the Stock Exchange.
The Issuer has taken no action that is designed to terminate the registration of the Class A Shares under the Exchange Act. As of the
Closing Date, the Acquired Shares will be approved for listing on the Stock Exchange, subject to official notice of issuance.


 


j. Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 4, no registration under the Securities
Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by this Subscription
Agreement.


 


k. Neither
the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares.


 


l. The
Issuer has not entered into any side letter or similar agreement with any Other Subscriber or any other investor in connection with such
Other Subscriber’s or such other investor’s direct or indirect investment in the Issuer other than (i) the Transaction Agreement,
and (ii) the Other Subscription Agreements. The Other Subscription Agreements have not been amended in any material respect following
the date of this Subscription Agreement and reflect the same Share Purchase Price and terms that are no more favorable to any such Other
Subscriber thereunder than the terms of this Subscription Agreement.


 


m. The
Issuer has made available to Subscriber (including via the Commission’s EDGAR system) a copy of each form, report, statement, schedule,
prospectus, proxy, registration statement and other document, if any, filed by the Issuer with the Commission since its initial registration
of the Class A Shares (the “SEC Documents”), which SEC Documents, as of their respective filing dates, complied in
all material respects with the requirements of the Exchange Act applicable to the SEC Documents and the rules and regulations of the
Commission promulgated thereunder applicable to the SEC Documents. None of the SEC Documents filed under the Exchange Act (except to
the extent that information contained in any SEC Document has been superseded by a later timely filed SEC Document) contained, when filed
or, if amended prior to the date of this Subscription Agreement, as of the date of such amendment with respect to those disclosures that
are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that, with respect to
the proxy statement to be filed by the Issuer with respect to the Transaction or any of its affiliates included in any SEC Document or
filed as an exhibit thereto, the representation and warranty in this sentence is made to the Issuer’s knowledge. The Issuer has
timely filed each report, statement, schedule, prospectus, and registration statement that the Issuer was required to file with the Commission
since its inception. There are no material outstanding or unresolved comments in comment letters from the Staff of the Commission with
respect to any of the SEC Documents.


 






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n. Except
for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect,
as of the date hereof, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending,
or, to the knowledge of the Issuer, threatened against the Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental
entity or arbitrator outstanding against the Issuer.


 


o. Except
for placement fees payable to Credit Suisse Securities (USA) LLC, Jefferies LLC, and PJT
Partners LP in their capacity as placement agents for the offer and sale of the Acquired Shares (in such capacity, the “Placement
Agents”), the Issuer has not paid, and is not obligated to pay, any brokerage, finder’s or other commission or similar
fee in connection with its issuance and sale of the Acquired Shares, including, for the avoidance of doubt, any fee or commission payable
to any stockholder or affiliate of the Issuer.


 


p. None
of the Issuer, its subsidiaries or any of their affiliates, nor any person acting on their behalf has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the
issuance of any of the Acquired Shares under the Securities Act, whether through integration with prior offerings pursuant to Rule 502(a)
of the Securities Act or otherwise.


 


q. The
Issuer has not received any written communication from a governmental entity alleging that the Issuer is not in compliance with or is
in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 


r. The
Issuer is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a Material
Adverse Effect.


 


4. Subscriber
Representations and Warranties. Subscriber represents and warrants that:


 


a.
Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation
or formation, with the requisite entity power and authority to enter into, deliver and perform its obligations under this Subscription
Agreement.


 


b. This
Subscription Agreement has been duly authorized, executed and delivered by Subscriber. This Subscription Agreement is enforceable against
Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether
considered at law or equity.


 






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c. The
execution and delivery by Subscriber of this Subscription Agreement, and the performance by Subscriber of its obligations under this
Subscription Agreement, including the purchase of the Acquired Shares and the consummation of the other transactions contemplated herein,
will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result
in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms
of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is
a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject, which would be reasonably
likely to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations
of Subscriber, taken as a whole (a “Subscriber Material Adverse Effect”), or materially affect the legal authority
of Subscriber to comply in all material respects with the terms of this Subscription Agreement; (ii) the organizational documents of
Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or
foreign, having jurisdiction over Subscriber or any of Subscriber’s properties that would be reasonably likely to have a Subscriber
Material Adverse Effect or materially affect the legal authority of Subscriber to comply in all material respects with this Subscription
Agreement.


 


d. Subscriber
(i) is a “qualified institutional buyer” (as defined in Rule 144A promulgated under the Securities Act) or an institutional
“accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (5), (6), (7), (10), (11) or (12) under the Securities
Act), in each case, satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Acquired Shares only
for its own account and not for the account of others, or if Subscriber is subscribing for the Acquired Shares as a fiduciary or agent
for one or more investor accounts, each owner of such account is a “qualified institutional buyer” (as defined above) and
Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements,
representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Acquired Shares with
a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any other securities
laws of the United States or any other jurisdiction. Subscriber has completed Schedule A following the signature page hereto and
the information contained therein is accurate and complete. Subscriber is not an entity formed for the specific purpose of acquiring
the Acquired Shares, unless Subscriber is a newly formed entity in which all of the equity owners are accredited investors and is an
“institutional account” as defined by FINRA Rule 4512(c).


 


e.
Subscriber understands that the Acquired Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Acquired Shares have not been registered under the Securities Act or any other securities laws of
the United States or any other jurisdiction. Subscriber acknowledges that it is acquiring its entire beneficial ownership interest in
the Acquired Shares for Subscriber’s own account for investment purposes only and not with a view to any distribution of the Acquired
Shares in any manner that would violate the securities laws of the United States or any other jurisdiction. Subscriber understands that
the Acquired Shares may not be resold, Transferred (as defined herein), pledged or otherwise disposed of by Subscriber absent an effective
registration statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant
to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (iii) pursuant
to Rule 144 promulgated under the Securities Act, absent a change in law, receipt of regulatory no-action relief or an exemption, provided
that all of the applicable conditions thereof have been met, or (iv) pursuant to another applicable exemption from the registration requirements
of the Securities Act (including without limitation sales conducted pursuant to Rule 144 promulgated under the Securities Act), and that
any certificates or book entry records representing the Acquired Shares shall contain a legend to such effect. Subscriber acknowledges
that the Acquired Shares will not immediately be eligible for resale pursuant to Rule 144 promulgated under the Securities Act. Subscriber
understands and agrees that the Acquired Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer
restrictions, Subscriber may not be able to readily resell the Acquired Shares and may be required to bear the financial risk of an investment
in the Acquired Shares for an indefinite period of time. Subscriber understands that it has been advised to consult legal counsel prior
to making any offer, resale, pledge or Transfer of any of the Acquired Shares. For purposes of this Subscription Agreement, “Transfer”
shall mean any direct or indirect transfer, redemption, disposition or monetization in any manner whatsoever, including, without limitation,
through any derivative transactions.


 






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f. Subscriber
understands and agrees that Subscriber is purchasing the Acquired Shares directly from the Issuer. Subscriber further acknowledges that
there have been no representations, warranties, covenants and agreements made to Subscriber by the Issuer, Sarcos, the Placement Agents
or any of their respective affiliates, or any of their respective subsidiaries, control persons, officers, directors, employees, partners,
agents or representatives or any other person or entity, expressly or by implication, other than those representations, warranties, covenants
and agreements of the Issuer included in this Subscription Agreement.


 


g. Subscriber’s
acquisition and holding of the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under section 406
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), or any applicable similar law.


 


h. In
making its decision to subscribe for and purchase the Acquired Shares, Subscriber represents that it has relied solely upon its own independent
investigation and the Issuer’s representations and warranties in Section 3. Without limiting the generality of the foregoing,
Subscriber has not relied on any statements or other information provided by the Issuer, Sarcos, the Placement Agents or any of their
respective affiliates, or any of their respective control persons, officers, directors, employees, partners, agents or representatives,
concerning the Issuer, Sarcos or the Acquired Shares or the offer and sale of the Acquired Shares or Subscriber’s decision to purchase
the Acquired Shares. Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in
order to make an investment decision with respect to the Acquired Shares, including with respect to the Issuer and the Transaction. Subscriber
represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such
questions, receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any,
have deemed necessary to make an investment decision with respect to the Acquired Shares.


 


i. Subscriber
became aware of this offering of the Acquired Shares solely by means of direct contact between Subscriber and the Issuer or the Placement
Agents, and the Acquired Shares were offered to Subscriber solely by direct contact between Subscriber and the Issuer or the Placement
Agents. Subscriber did not become aware of this offering of the Acquired Shares, nor were the Acquired Shares offered to Subscriber,
by any other means. Subscriber acknowledges that the Issuer represents and warrants that the Acquired Shares (i) were not offered by
any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under,
or in a distribution in violation of, the Securities Act, or any state securities laws.


 






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j. Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired Shares. Subscriber
qualifies as a sophisticated institutional investor and has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment, both in general and with regard to transactions in, and investment strategies
involving, securities, including Subscriber’s investment in the Acquired Shares, and Subscriber has sought such accounting, legal
and tax advice as Subscriber has considered necessary to make an informed investment decision.


 


k.
Subscriber acknowledges and agrees that (a) the Placement Agents are acting solely as placement agents in connection with the Subscription
and are not acting as underwriters or in any other capacity and are not and shall not be construed as a fiduciary for Subscriber, the
Issuer or any other person or entity in connection with the Subscription, (b) neither the Placement Agents nor any affiliate of any of
the Placement Agents (nor any officer, director, employee or representative of any of the Placement Agents or any affiliate thereof)
have made, or will make, any representation or warranty, whether express or implied, of any kind or character and have not provided,
and will not provide, any advice or recommendation in connection with the Subscription, (c) the Placement Agents will have no responsibility
with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the Subscription
or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability
(with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or
any other matter concerning the Issuer or the Subscription, (d) the Placement Agents shall have no liability or obligation (including
without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs,
expenses or disbursements incurred by Subscriber, the Issuer or any other person or entity), whether in contract, tort or otherwise,
to Subscriber, or to any person claiming through Subscriber, in respect of the Subscription, (e) the Placement Agents and their affiliates
have not made an independent investigation with respect to the Issuer or the Acquired Shares or the accuracy, completeness or adequacy
of any information supplied to Subscriber by the Issuer, and (f) the Placement Agents have not prepared a disclosure or offering document
in connection with the offer and sale of the Acquired Shares.


 


l. Alone,
or together with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately analyzed and fully
considered the risks of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable investment for Subscriber
and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s
investment in the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists.


 


m. Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Acquired Shares
or made any findings or determination as to the fairness of an investment in the Acquired Shares.


 






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n.
Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order
13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S.
Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively “OFAC Lists”),
(ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, (iii) organized, incorporated, established,
located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality
thereof, of, Cuba, Iran, North Korea, Sudan, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject
to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations,
31 C.F.R. Part 515 or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber represents
that, if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.) (the “BSA”),
as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the
“BSA/PATRIOT Act”), Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations
under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed
to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC Lists.
Subscriber further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed to
ensure that the funds held by Subscriber and used to purchase the Acquired Shares were legally derived.


 


o. If
Subscriber is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of ERISA, (ii) a plan, an individual
retirement account or other arrangement that is subject to section 4975 of the Code, (iii) an entity whose underlying assets are considered
to include “plan assets” of any such plan, account or arrangement described in clauses (i) and (ii) (each, an “ERISA
Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan
(as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject
to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state, local, non-U.S. or other
laws or regulations that are similar to such provisions of ERISA or the Code (together with the ERISA Plans, the “Plans”),
then Subscriber represents and warrants that it has not relied on the Issuer or any of its affiliates (the “Transaction Parties”)
for investment advice as the Plan’s fiduciary with respect to its decision to acquire and hold the Acquired Shares, and none of
the Transaction Parties shall at any time be relied on as the Plan’s fiduciary with respect to any decision to acquire and hold
the Acquired Shares.


 


p. At
the Closing, Subscriber will have sufficient funds to pay the Purchase Price pursuant to Section 2(b)(i).


 






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5. Additional
Subscriber Agreement. Subscriber hereby represents, warrants, covenants and agrees that, during the 30-day period immediately prior
to the date hereof and from the date hereof until the Closing Date (or earlier termination of this Subscription Agreement), neither Subscriber
nor any person or entity acting on behalf of Subscriber or pursuant to any understanding with Subscriber has or will engage in any Short
Sales with respect to securities of the Issuer. For purposes of this Section 5, “Short Sales” shall include,
without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and
all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements),
forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other
transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (a) nothing herein shall prohibit
entities under common management or that share an investment advisor with Subscriber that have no knowledge of this Subscription Agreement
or of Subscriber’s participation in the Transaction (including Subscriber’s controlled affiliates and/or affiliates) from
entering into any Short Sales and (b) in the case of a Subscriber that is a multi- managed investment vehicle whereby separate portfolio
managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions
made by the portfolio managers managing other portions of such Subscriber’s assets, this Section 5 shall only apply with
respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Shares covered
by this Subscription Agreement. The Issuer acknowledges and agrees that, notwithstanding anything herein to the contrary, the Acquired
Shares may be pledged by Subscriber in connection with a bona fide margin agreement, provided such pledge shall be (i) pursuant to an
available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and in accordance with, a registration
statement that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge of Acquired Shares
shall not be required to provide the Issuer with any notice thereof; provided, however, that neither the Issuer nor their counsel shall
be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such
lender of such margin agreement with an acknowledgment that the Acquired Shares are not subject to any contractual prohibition on pledging
or lock up, the form of such acknowledgment to be subject to review and comment by the Issuer in all respects.


 


6.
Registration Rights.


 


a. The
Issuer agrees that, within thirty (30) calendar days after the consummation of the Transaction, the Issuer will file with the Commission
(at the Issuer’s sole cost and expense) a registration statement registering the resale of the Acquired Shares (the “Registration
Statement”), and the Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective
as soon as practicable after the filing thereof, but no later than the earlier of (i) the 75th calendar day (or 105th calendar day if
the Commission notifies the Issuer that it will “review” the Registration Statement) following the Closing and (ii) the 10th
business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration
Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effective Date”);
provided, however, that the Issuer’s obligations to include the Acquired Shares in the Registration Statement are contingent upon
Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Issuer held by Subscriber
and the intended method of disposition of the Acquired Shares as shall be reasonably requested by the Issuer to effect the registration
of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably
request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone
and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder,
provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise
be subject to any contractual restriction on the ability to transfer the Acquired Shares. Notwithstanding the foregoing, if the Commission
prevents the Issuer from including any or all of the shares proposed to be registered under the Registration Statement due to limitations
on the use of Rule 415 of the Securities Act for the resale of the Acquired Shares by the applicable stockholders or otherwise, such
Registration Statement shall register for resale such number of Acquired Shares which is equal to the maximum number of Acquired Shares
as is permitted by the Commission. In such event, the number of Acquired Shares to be registered for each selling stockholder named in
the Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted
to register additional Acquired Shares under Rule 415 under the Securities Act, the Issuer shall amend the Registration Statement or
file a new Registration Statement to register such Acquired Shares not included in the initial Registration Statement and cause such
amendment or Registration Statement to become effective as promptly as practicable. Upon notification by the Commission that the Registration
Statement has been declared effective by the Commission, within one (1) business day thereafter, the Issuer shall file the final prospectus
under Rule 424 of the Securities Act. The Issuer will provide a draft of the Registration Statement to Subscriber for review at least
two (2) business days in advance of filing the Registration Statement. In no event shall Subscriber be identified as a statutory underwriter
in the Registration Statement unless requested by the Commission, in which case Subscriber will have the opportunity to withdraw from
the Registration Statement upon its prompt written request to the Issuer.


 






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b. In
the case of the registration, qualification, exemption or compliance effected by the Issuer pursuant to this Subscription Agreement,
the Issuer shall, upon reasonable request, inform Subscriber as to the status of such registration, qualification, exemption and compliance.
At its expense the Issuer shall:


 


(i) except
for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use
its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities
laws which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration
Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following:
(1) Subscriber ceases to hold any Acquired Shares or (2) the date all Acquired Shares held by Subscriber may be sold without restriction
under Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under
Rule 144 promulgated under the Securities Act and without the requirement for the Issuer to be in compliance with the current public
information required under Rule 144(c)(1) or Rule 144(i)(2), as applicable, and (3) two years from the Effective Date of the Registration
Statement.


 


(ii)
advise Subscriber within three (3) business days:


 


(1) when
a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective
amendment thereto has become effective;


 






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(2) of
the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any
proceedings for such purpose;


 


(3) of
the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Acquired Shares included therein
for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(4) subject
to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in the Registration
Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact
required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances
under which they were made) not misleading.


 


Notwithstanding
anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with
any material, nonpublic information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence
of the events listed in (1) through (4) above may constitute material, nonpublic information regarding the Issuer;


 


(iii) use
its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement
as soon as reasonably practicable;


 


(iv) upon
the occurrence of any event contemplated above, except for such times as the Issuer is permitted hereunder to suspend, and has suspended,
the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially reasonable efforts to as soon
as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus,
or file any other required document so that, as thereafter delivered to purchasers of the Acquired Shares included therein, such prospectus
will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading;


 


(v) use
its commercially reasonable efforts to cause all Acquired Shares to be listed on each securities exchange or market, if any, on which
the Class A Shares issued by the Issuer have been listed;


 


(vi) use
its commercially reasonable efforts to take all other steps necessary to effect the registration of the Acquired Shares contemplated
hereby and to enable Subscriber to sell the Acquired Shares under Rule 144; and


 






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(vii) remove
the legend described in Section 2(b)(ii) (or instruct its transfer agent to so remove such legend) from the Acquired Shares if
(1) the Registration Statement has become effective under the Securities Act, (2) such Acquired Shares are sold or transferred pursuant
to Rule 144 (if the transferor is not an affiliate of the Issuer), or (3) such Acquired Shares are eligible for sale under Rule 144,
without the requirement for the Issuer to be in compliance with the current public information required under Rule 144(c)(1) (or Rule
144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Each applicable holder agrees to provide
the Issuer, its counsel and/or the transfer agent with evidence reasonably requested by it in order to cause the removal of the legend
described in Section 2(b)(ii) (the “Representations”). If a legend is no longer required pursuant to the foregoing,
the Issuer will, no later than three (3) business days following request by the holder, cause the transfer agent for the Acquired Shares
(the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding such Acquired Shares
and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends, subject to the delivery
by an applicable holder to the Issuer or the Transfer Agent (with notice to the Issuer) of a legended certificate or instrument representing
Acquired Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance
and/or transfer) and the Representations. Certificates for Acquired Shares free from all restrictive legends may be transmitted by the
Transfer Agent to the applicable holders by crediting the account of the applicable holder’s prime broker with DTC as directed
by such applicable holder. The Issuer shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance.


 


c. Notwithstanding
anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of the Registration
Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof,
if the negotiation or consummation of a transaction by the Issuer or its subsidiaries is pending or an event has occurred, which negotiation,
consummation or event the Issuer’s board of directors reasonably believes, upon the advice of legal counsel, would require additional
disclosure by the Issuer in the Registration Statement of material information that the Issuer has a bona fide business purpose for keeping
confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the
Issuer’s board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable
disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Issuer may not
delay or suspend the Registration Statement on more than three (3) occasions or for more than ninety (90) consecutive calendar days,
or more than one hundred eighty (180) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice
from the Issuer of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result
of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made (in the case of the prospectus) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and
sales of the Acquired Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule
144) until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare) that corrects
the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless
otherwise notified by the Issuer that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information
included in such written notice delivered by the Issuer unless otherwise required by law or subpoena. If so directed by the Issuer, Subscriber
will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Acquired Shares
in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering
the Acquired Shares shall not apply (1) to the extent Subscriber is required to retain a copy of such prospectus (x) in order to comply
with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre- existing document
retention policy or (2) to copies stored electronically on archival servers as a result of automatic data back-up.


 






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d. Subscriber
may deliver written notice (an “Opt-Out Notice”) to the Issuer requesting that Subscriber not receive notices from
the Issuer otherwise required by Section 6(c); provided, however, that Subscriber may later revoke any such Opt-Out Notice in
writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the Issuer shall not deliver any such
notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and (ii) each time prior
to Subscriber’s intended use of an effective Registration Statement, Subscriber will notify the Issuer in writing at least two
(2) business days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been
delivered but for the provisions of this Section 6(d)) and the related suspension period remains in effect, the Issuer will so
notify Subscriber, within one (1) business day of Subscriber’s notification to the Issuer, by delivering to Subscriber a copy of
such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the conclusion of such Suspension
Event immediately upon its availability.


 


e. The
Issuer shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless Subscriber (to the
extent a seller under the Registration Statement), the officers, directors, employees, advisors and agents of Subscriber and each person
who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent
permitted by applicable law, from and against any and all out-of-pocket losses, claims, damages, liabilities, costs (including, without
limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of
or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus
included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, or (ii) any violation or alleged violation by the Issuer of the Securities Act, Exchange
Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this
Section 6, except to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or
alleged omissions are based upon information regarding Subscriber furnished in writing to the Issuer by Subscriber expressly for use
therein or Subscriber has omitted a material fact from such information; provided, however, that the Issuer shall not be liable for any
Losses to the extent they arise out of or are based upon a violation which occurs (1) in reliance upon and in conformity with written
information furnished by Subscriber, (2) in connection with any failure of such person to deliver or cause to be delivered a prospectus
made available by the Issuer in a timely manner or (3) in connection with any offers or sales effected by or on behalf of Subscriber
in violation of Section 6(c) hereof. Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of an indemnified party and shall survive the Transfer of the Acquired Shares by Subscriber.


 






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f. Subscriber
shall, severally and not jointly with any other person that is a party to the Other Subscription Agreements, indemnify and hold harmless
the Issuer, its directors, officers, agents and employees, and each person who controls the Issuer (within the meaning of Section 15
of the Securities Act and Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses,
as incurred, (i) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration
Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto
or in any preliminary prospectus, or (ii) arising out of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement
thereto, in light of the circumstances under which they were made) not misleading, with respect to (i) and/or (ii), to the extent, but
only to the extent, that such untrue or alleged untrue statements or omissions or alleged omissions are based upon information regarding
Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein. In no event shall the liability of Subscriber
be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Acquired Shares giving rise
to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on
behalf of an indemnified party and shall survive the Transfer of the Acquired Shares by Subscriber.


 


g. Any
person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party
shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not
be unreasonably withheld). An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one (1) counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in
the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to
the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money
is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim
or litigation.


 


7. Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties
hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a)
such date and time as the Transaction Agreement is terminated in accordance with the terms therein, (b) upon the mutual written agreement
of each of the parties hereto to terminate this Subscription Agreement, (c) if any of the conditions to Closing set forth in Sections
2(c) and 2(d) are not satisfied on or prior to the Closing Date and, as a result thereof, the transactions contemplated by
this Subscription Agreement are not consummated at the Closing, or (d) November 5, 2021, if the Closing has not occurred by such date;
provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and
each party will be entitled to any remedies at law or in equity to recover out-of-pocket losses, liabilities or damages arising from
such breach. The Issuer shall promptly notify in writing Subscriber of the termination of the Transaction Agreement promptly after the
termination of such agreement. Upon the termination of this Subscription Agreement in accordance with this Section 7, any Purchase
Price paid by the Subscriber to the Issuer in connection herewith shall be promptly returned to the Subscriber without any deduction
for or on account of any tax withholding, charges or set-off, whether or not the Transaction shall have been consummated.


 






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8. Trust
Account Waiver. Reference is made to the final prospectus of the Issuer, filed with the Securities and Exchange Commission (File
No. 333-251521) (the “Prospectus”), and dated as of January 14, 2021. Subscriber understands that the Issuer has established
a trust account containing the proceeds of its initial public offering (the “IPO”) and from certain private placements
occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Account”)
initially in an approximate amount of $276 million for the benefit of the Issuer’s public stockholders (the “Public Stockholders”)
and certain parties (including the underwriters of the IPO) and that, except with respect to interest earned on the funds held in the
Trust Account that may be released to the Issuer to pay its taxes, if any, the Issuer may disburse monies from the Trust Account only:
(i) to the Public Stockholders if they elect to redeem Class A Shares in connection with the consummation of the Issuer’s
initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection
with an amendment to the Issuer’s certificate of incorporation, (ii) to the Public Stockholders if the Issuer fails to consummate
a Business Combination within 18 months from the closing of the IPO, or (iii) to the Issuer after or concurrently with the consummation
of a Business Combination. For and in consideration of the Issuer entering into this Agreement, the receipt and sufficiency of which
is hereby acknowledged, Subscriber hereby irrevocably waives any right, title, interest or claim of any kind in or to any monies in the
Trust Account now or in the future (or distributions therefrom other than distributions to the Issuer) with respect to claims arising
out of this Subscription Agreement, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal
liability, and will not seek recourse against the Trust Account (including any distributions therefrom other than distributions to the
Issuer) for such claims arising out of this Subscription Agreement or the transactions contemplated hereby; provided, however,
that nothing in this Section 8 shall (i) serve to limit or prohibit the Subscriber’s right to pursue a claim against the
Issuer for legal relief against assets held outside the Trust Account (so long as such claim would not affect the Issuer’s ability
to fulfill its obligation to effectuate any redemption right with respect to any securities of the Issuer), for specific performance
or other equitable relief in connection with this Subscription Agreement to the extent permitted hereunder, (ii) serve to limit or prohibit
any claims that the Subscriber may have in the future against the Issuer’s assets or funds that are not held in the Trust Account
(including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such
funds) (so long as such claim would not affect the Issuer’s ability to fulfill its obligation to effectuate any redemption right
with respect to any securities of the Issuer) or (iii) be deemed to limit the Subscriber’s right, title, interest or claim to the
Trust Account by virtue of the Subscriber’s record or beneficial ownership of Class A Shares acquired by any means other than pursuant
to this Subscription Agreement.


 






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9.
Miscellaneous.


 


a. Each
party hereto acknowledges that the other party hereto will rely on the acknowledgments, understandings, agreements, representations and
warranties contained in this Subscription Agreement. Prior to the Closing, each party hereto agrees to promptly notify the other party
hereto if any of the acknowledgments, understandings, agreements, representations and warranties made by such party as set forth herein
are no longer accurate in all material respects. Subscriber further acknowledges and agrees that the Placement Agents may rely on and
are third-party beneficiaries of the representations and warranties of Subscriber contained in Section 4.


 


b. Each
of the Issuer and Subscriber is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription
Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby to the extent required by law or by regulatory bodies.


 


c. Neither
this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Acquired Shares, if any) may be transferred
or assigned without the prior written consent of the Issuer; provided that the consent of the Issuer (i) shall not be unreasonably withheld
or delayed in connection with a proposed assignment to any fund or account managed by the same investment manager as the Subscriber or
an affiliate thereof (each an “Affiliated Entity”) and (ii) shall not be required in connection with a proposed assignment
to an Affiliated Entity of equal creditworthiness to Subscriber, subject in each case to such transferee or assignee, as applicable,
executing a joinder to this Subscription Agreement (that requires transferee or assignee to make the same representations and warranties
as Subscriber in Section 4) or a separate subscription agreement in the same form as this Subscription Agreement, and updating
Schedule A hereto. Neither this Subscription Agreement nor any rights that may accrue to the Issuer hereunder or any of the Issuer’s
obligations may be transferred or assigned other than pursuant to the Transaction.


 


d. All
the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


e. The
Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Acquired Shares, and Subscriber shall provide such information as may be reasonably requested, to the extent
readily available and to the extent consistent with its internal policies and procedures; provided, that the Issuer agrees to keep any
such information provided by Subscriber confidential.


 


f. The
Issuer shall not provide to any “foreign person” (as defined in Section 721 of the U.S. Defense Production Act of 1950, as
amended, including any implementing regulations (the “DPA”)), nor shall any Subscriber that is a foreign person seek
or obtain, any of the following rights in the Issuer pursuant to this Agreement: (i) access to any “material nonpublic technical
information” (as defined in the DPA) in the possession of the Issuer; (ii) membership or observer rights on the board of directors
or equivalent governing body of the Issuer or the right to nominate an individual to a position on the board of directors or equivalent
governing body of the Issuer; (iii) any involvement, other than through the voting of shares, in the substantive decision-making of the
Issuer regarding (x) the use, development, acquisition, or release of any “critical technology” (as defined in the DPA),
(y) the use, development, acquisition, safekeeping, or release of “sensitive personal data” (as defined in the DPA) of U.S.
citizens maintained or collected by the Issuer, or (z) the management, operation, manufacture, or supply of “covered investment
critical infrastructure” (as defined in the DPA); or (iv) “control” of the Issuer (as defined in the DPA).


 






    20


     


    




 


g. This
Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and
warranties, both written and oral, among the parties, with respect to the subject matter hereof.


 


h. Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their
heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties,
covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators,
successors, legal representatives and permitted assigns.


 


i. If
any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable,
the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected
or impaired thereby and shall continue in full force and effect.


 


j. This
Subscription Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered
one and the same agreement and shall become effective when signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.


 


k. Each
party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


l. Any
notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or telecopied, sent
by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to
be given and received (i) when so delivered personally, (ii) upon receipt of an appropriate electronic answerback or confirmation when
so delivered by telecopy (to such number specified below or another number or numbers as such person may subsequently designate by notice
given hereunder), (iii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iv) five (5) business
days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice
given hereunder:


 


(i)
if to Subscriber, to such address or addresses set forth on the signature page hereto;


 


(ii)
if to the Issuer, to:


 


Rotor
Acquisition Corp.


405
Lexington Avenue


New
York, New York 10174


Attn:
Amy Salerno


E-mail:
info@rotoracquisition.com


 






    21


     


    




 


with
a required copy to (which copy shall not constitute notice):


 


Gibson,
Dunn & Crutcher LLP


1050
Connecticut Avenue, N.W.


Washington,
DC 20036-5306


Attention:
Mark Director; Evan D’Amico


Email:
mdirector@gibsondunn.com; edamico@gibsondunn.com


 


m. This
Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement
(whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without giving
effect to the principles of conflicts of law thereof.


 


THE
PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK, THE SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK
SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO
IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS
A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO
OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE
OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY
AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL
COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER
OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED
IN SECTION 9(l) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.


 






    22


     


    




 


EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I)
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE
FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9(m).


 


n. The
Issuer shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement,
issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”)
disclosing all material terms of the transactions contemplated hereby, the Transaction, and any other material, nonpublic information
that the Issuer has provided to Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of
the Disclosure Document, to the Issuer’s knowledge, Subscriber shall not be in possession of any material, nonpublic information
received from the Issuer or any of its officers, directors, employees or agents. Notwithstanding anything in this Subscription Agreement
to the contrary, the Issuer shall not, without the prior written consent of Subscriber, publicly disclose the name of Subscriber or any
of its advisors or affiliates, or include the name of Subscriber or any of its advisors or affiliates (i) in any press release or marketing
materials or (ii) in any filing with the Commission or any regulatory agency or trading market, except (A) as required by the federal
securities law in connection with the Registration Statement, (B) in the filing of this Subscription Agreement with the Commission and
in the related Current Report on Form 8-K in a manner acceptable to the undersigned, or (C) to the extent such disclosure is required
by law, at the request of the Staff of the Commission or regulatory agency or under the regulations of the Stock Exchange, in which case
the Issuer shall provide Subscriber with prior written notice of such disclosure permitted under this subclause (C).


 


o. This
Subscription Agreement may not be amended, modified, supplemented or waived except by an instrument in writing, signed by each of the
parties hereto.


 






    23


     


    




 


p. The
parties agree that irreparable damage would occur if any provision of this Subscription Agreement were not performed in accordance with
the terms hereof or were otherwise breached, and accordingly, that the parties hereto shall be entitled to an injunction or injunctions
to prevent breaches of this Subscription Agreement, without posting a bond or undertaking and without proof of damages, or to enforce
specifically the performance of the terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction
as set forth in Section 9(m), in addition to any other remedy to which any party is entitled at law, in equity, in contract, in
tort or otherwise.











 


q. The
obligations of the Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber
under the Other Subscription Agreements, and the Subscriber shall not be responsible in any way for the performance of the obligations
of any Other Subscriber. The decision of the Subscriber to purchase the Acquired Shares pursuant to this Subscription Agreement has been
made by the Subscriber independently of any Other Subscriber and independently of any information, materials, statements opinions as
to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects
of the Issuer, Sarcos or any of their respective subsidiaries which may have been made or given by any Other Subscriber or by any agent
or employee of any Other Subscriber, and neither the Subscriber nor any of its agents or employees shall have any liability to any Other
Subscriber (or to any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained
herein or in any Other Subscription Agreement, and no action taken by the Subscriber or any Other Subscriber pursuant hereto or thereto,
shall be deemed to constitute the Subscriber and any Other Subscribers as a partnership, an association, a joint venture or any other
kind of entity, or create a presumption that the Subscriber and any Other Subscriber are in any way acting in concert or as a “group”
(within the meaning of Section 13(d) of the Exchange Act) with respect to such obligations or the transactions contemplated by this Subscription
Agreement and the Other Subscription Agreements. The Subscriber acknowledges that no Other Subscriber has acted as agent for the Subscriber
in connection with making its investment hereunder and no Other Subscriber will be acting as agent of the Subscriber in connection with
monitoring its investment in the Acquired Shares or enforcing its rights under this Subscription Agreement.


 


[Signature
pages follow.]


 




    24


     


    

 


IN
WITNESS WHEREOF, the Issuer has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date first written above.


 


	 	ROTOR ACQUISITION CORP.
	 	 	 
	 	By:	                
	 	 	Name:	 
	 	 	Title:	 








 




     


     


    




 


IN
WITNESS WHEREOF, the Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date first written above.


 


	Name of Subscriber:	State/Country of Formation or Domicile:



 


	By: 	 	 
	Name: 	  	 
	Title:	  	 



 


	Name in which Shares are to be registered (if different):	 
	 	 
	Subscriber EIN:	 
	Business Address-Street:	Mailing Address-Street (if different):
	 	 
	City, State, Zip:	City, State, Zip:
	 	 
	Attn:  ______________________________	Attn:  ______________________________
	Telephone No.:	Telephone No.:
	Facsimile No.:	Facsimile No.:
	Email address: ________________________	 
	Number of Shares subscribed for:	 
	 	 
	Aggregate Subscription Amount: $	Price Per Share: $10.00


 


You
must pay the Aggregate Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified
by the Issuer in the Closing Notice.


 


[Signature
Page to Subscription Agreement]


 




     


     


    

 


SCHEDULE
A


ELIGIBILITY
REPRESENTATIONS OF SUBSCRIBER


 


This
Schedule must be completed by Subscriber and forms a part of the Subscription Agreement to which it is attached. Capitalized terms used
and not otherwise defined in this Schedule have the meanings given to them in the Subscription Agreement. Subscriber must check the applicable
box in either Part A or Part B below and the applicable box in Part C below.


 


	A.	QUALIFIED
INSTITUTIONAL BUYER STATUS

 (Please check the applicable subparagraphs):



 


	☐	Subscriber
                                            is a “qualified institutional buyer” (as defined in Rule 144A under the Securities
                                            Act (a “QIB”)).



 


	☐	Subscriber
                                            is subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts,
                                            and each owner of such accounts is a QIB.



 


***
OR ***


 


	B.	INSTITUTIONAL
                                            ACCREDITED INVESTOR STATUS

 (Please check the applicable subparagraphs):



 


Subscriber
is an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and has checked below
the box(es) for the applicable provision under which Subscriber qualifies as such:


 


	☐	Subscriber
                                            is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
                                            amended, corporation, Massachusetts or similar business trust, limited liability company
                                            or partnership not formed for the specific purpose of acquiring the securities of the Issuer
                                            being offered in this offering, with total assets in excess of $5,000,000.






 


	☐	Subscriber
                                            is a “private business development company” as defined in Section 202(a)(22)
                                            of the Investment Advisers Act of 1940.



 


	☐	Subscriber
                                            is a “bank” as defined in Section 3(a)(2) of the Securities Act.



 


	☐	Subscriber
                                            is a “savings and loan association” or other institution as defined in Section
                                            3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.



 


	☐	Subscriber
                                            is a broker or dealer registered pursuant to Section 15 of the Exchange Act.



 


	☐	Subscriber
                                            is an “insurance company” as defined in Section 2(a)(13) of the Securities Act.



 


	☐	Subscriber
                                            is an investment company registered under the Investment Company Act of 1940.



 




    Schedule A-1


     


    

 


	☐	Subscriber
                                            is a “business development company” as defined in Section 2(a)(48) of the Investment
                                            Company Act of 1940.



 


	☐	Subscriber
                                            is a “Small Business Investment Company” licensed by the U.S. Small Business
                                            Administration under either Section 301(c) or (d) of the Small Business Investment Act of
                                            1958.



 


	☐	Subscriber
                                            is a plan established and maintained by a state, its political subdivisions, or any agency
                                            or instrumentality of a state or its political subdivisions, for the benefit of its employees,
                                            and such plan has total assets in excess of $5,000,000.



 


	☐	Subscriber
                                            is an employee benefit plan within the meaning of the Employee Retirement Income Security
                                            Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section
                                            3(21) of such act, which is one of the following.



 


		☐	A
                                            bank;



 


		☐	A
                                            savings and loan association;



 


		☐	A
                                            insurance company; or



 


		☐	A
                                            registered investment adviser.



 


	☐	Subscriber
                                            is an employee benefit plan within the meaning of the Employee Retirement Income Security
                                            Act of 1974 with total assets in excess of $5,000,000.



 


	☐	Subscriber
                                            is an employee benefit plan within the meaning of the Employee Retirement Income Security
                                            Act of 1974 that is a self-directed plan with investment decisions made solely by persons
                                            that are accredited investors.



 


	☐	Subscriber
                                            is a trust with total assets in excess of $5,000,000, not formed for the specific purpose
                                            of acquiring the securities offered by the Issuer in this offering, whose purchase is directed
                                            by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.



 


	☐	Subscriber
                                            is a natural person whose individual net worth, or joint net worth with that person’s
                                            spouse or spousal equivalent, exceeds $1,000,000. For the purposes of calculating joint net
                                            worth, joint net worth can be the aggregate net worth of the investor and spouse or spousal
                                            equivalent; assets need not be held jointly to be included in the calculation.



 


	☐	Subscriber
                                            is a natural person who had an individual income in excess of $200,000 in each of the two
                                            most recent years or joint income with that person’s spouse or spousal equivalent in
                                            excess of $300,000 in each of those years and has a reasonable expectation of reaching the
                                            same income level in the current year.



 




    Schedule A-2


     


    

 


	☐	Subscriber
                                            is a natural person holding in good standing one or more professional certifications or designations
                                            or credentials from an accredited educational institution that the Commission has designated
                                            as qualifying an individual for accredited investor status.



 


	☐	Subscriber
                                            is a natural person who is a “knowledgeable employee,” as defined in rule 3c5(a)(4)
                                            under the Investment Company Act of 1940, of the Issuer of the securities being offered or
                                            sold where the Issuer would be an investment company, as defined in section 3 of such act,
                                            but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act.



 


	☐	Subscriber
                                            is a “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment
                                            Advisers Act of 1940 that was not formed for the specific purpose of acquiring the securities
                                            of the Issuer being offered in this offering, with total assets in excess of $5,000,000 and
                                            whose prospective investment is directed by a person who has such knowledge and experience
                                            in financial and business matters that such family office is capable of evaluating the merits
                                            and risks of the prospective investment.






 


***
AND ***


 


	C.	AFFILIATE
                                            STATUS



(Please
check the applicable box)


 


SUBSCRIBER:


 


	☐	is:



 


	☐	is
                                            not:



 


an
“affiliate” (as defined in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate of the Issuer.


 


 


Schedule
A-3