Exhibit 4.5


 


DESCRIPTION OF REGISTRANT’S SECURITIES 


The following summary of Rotor Acquisition Corp.’s securities
is based on and qualified by the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”).
References to the “Company” and to “we,” “us,” and “our” refer to Rotor Acquisition Corp.
References to the “Sponsor” refer to Rotor Sponsor, LLC, a Delaware limited liability company. 


General 


As of December 31, 2020, the Company is
authorized to issue 82,500,000 shares of common stock, par value $0.0001, including 70,000,000 shares of Class A common stock and
12,500,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, par value $0.0001.


Units 


Each unit consists of one share of Class A
common stock and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one share of
Class A common stock at a price of $11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants
only for a whole number of shares of our Class A common stock. This means only a whole warrant may be exercised at any given time
by a warrant holder. For example, if a warrant holder holds one-half of one warrant to purchase a share of Class A
common stock, such warrant will not be exercisable. If a warrant holder holds two halfs of a warrant, such whole warrant will be exercisable
for one share of Class A common stock at a price of $11.50 per share. The Class A common stock and warrants are separately transferable.
Holders have the option to continue to hold units or separate their units into the component securities. Holders will need to have their
brokers contact our transfer agent in order to separate the units into Class A common stock and warrants. No fractional warrants
will be issued upon separation of the units and only whole warrants will trade. 


Common Stock 


As of December 31, 2020, there were 27,600,000
shares of Class A common stock and 6,900,000 shares of Class B common stock issued and outstanding. All shares of Class B
common stock issued and outstanding are held by our stockholders prior to our initial public offering. The shares of Class B common
stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis,
subject to adjustment, as detailed below. 


 


Class A Shares 


Stockholders of record are entitled to one vote
for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common
stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. Unless specified
in our Amended and Restated Charter or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules,
the affirmative vote of a majority of our shares of Class A and Class B common stock that are voted is required to approve any
such matter voted on by our stockholders. Our board of directors will be divided into three classes, each of which will generally serve
for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the
election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all
of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of
funds legally available therefor. 






     


     


    




Because our Amended and Restated Charter authorizes
the issuance of up to 70,000,000 shares of Class A common stock, if we were to enter into a business combination, we may (depending
on the terms of such a business combination) be required to increase the number of shares of Class A common stock which we are authorized
to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval in connection
with our initial business combination. 


We will provide our public stockholders with
the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation
of our initial business combination including interest earned on the funds held in the trust account and not previously released to us
to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in
the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors
who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our initial
stockholders, officers and directors have entered into agreements with us, pursuant to which they have agreed to waive their redemption
rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business
combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold
a stockholder vote for business or other reasons, we will, pursuant to our Amended and Restated Charter, conduct the redemptions pursuant
to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination.
Our Amended and Restated Charter will require these tender offer documents to contain substantially the same financial and other information
about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, stockholder
approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain stockholder approval
for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation
pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial
business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company
representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. 


 


If we seek stockholder approval of our initial business
combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
our Amended and Restated Charter will provide that a public stockholder, together with any affiliate of such stockholder or any other
person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act),
will be restricted from redeeming any Excess Shares, without our consent. However, we would not be restricting our stockholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’
inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such
stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders
will not receive redemption distributions with respect to the Excess Shares if we complete the business combination. And, as a result,
such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to
sell their stock in open market transactions, potentially at a loss. 






     


     


    






If we seek stockholder approval in connection
with our initial business combination, our initial stockholders, officers and directors have agreed to vote any founder shares and any
public shares held by them in favor of our initial business combination. Additionally, each public stockholder may elect to redeem its
public shares irrespective of whether they vote for or against the proposed transaction or do not vote at all (subject to the limitation
described in the preceding paragraph). 


Class B Shares 


Except as described herein, the shares of Class B
Common stock (“founder shares”) are identical to the shares of Class A Common stock, and holders of the founder shares
have the same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions,
as described in more detail below, (ii) our initial stockholders, officers and directors have entered into agreements with us, pursuant
to which they have agreed to waive (A) their redemption rights with respect to any founder shares and any public shares held by them
in connection with the completion of our initial business combination, (B) their redemption rights with respect to any founder shares
and any public shares held by them in connection with a stockholder vote to approve an amendment to our Amended and Restated Charter (x) to
modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments
to our Amended and Restated Charter or to redeem 100% of our public shares if we do not complete our initial business combination within
the required time period or (y) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity and (C) their rights to liquidating distributions from the trust account with respect to any founder shares held by them
if we fail to complete our initial business combination within the required time period, although they will be entitled to liquidating
distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination
within such time period, (iii) the founder shares are shares of our Class B common stock that will automatically convert into
shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on
a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights as described herein and (iv) the
holders are entitled to registration rights. If we submit our initial business combination to our public stockholders for a vote, our
initial stockholders, officers and directors have agreed pursuant to the letter agreement to vote any founder shares and any public shares
held by them in favor of our initial business combination. Permitted transferees of the founder shares and private placement warrants
and their component securities will be subject to the same restrictions described herein applicable to the holders of such securities. 


The founder shares will automatically convert
into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis (subject
to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as
described herein). In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed
issued in excess of the amounts issued in our IPO and related to the closing of our initial business combination (including pursuant to
a specified future issuance), the ratio at which founder shares shall convert into shares of Class A common stock will be adjusted
(unless the holders of a majority of the then-outstanding founder shares agree to waive such adjustment with respect to any such
issuance or deemed issuance, including pursuant to a specified future issuance) so that the number of shares of Class A common stock
issuable upon conversion of all shares of the founder shares will equal, in the aggregate, on an as-converted basis, 20%
of the sum of the total number of all shares of common stock outstanding upon the completion of our IPO plus all shares of Class A
common stock and equity-linked securities issued or deemed issued in connection with our initial business combination (excluding
any shares or equity-linked securities issued or issuable to any seller in the initial business combination). We cannot determine
at this time whether a majority of the holders of our founder shares at the time of any future issuance would agree to waive such adjustment
to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are
part of the agreement for our initial business combination; (ii) negotiation with Class A stockholders on structuring an initial
business combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions
of the founder shares. If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders of our founder
shares, but would reduce the percentage ownership of our public stockholders. If such adjustment is waived, the issuance would reduce
the percentage ownership of holders of both classes of our common stock. Securities could be “deemed issued” for purposes
of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar
securities.






     


     


    

With certain limited exceptions, the founder
shares are not transferable, assignable or salable (except to our initial stockholders, officers and directors or their affiliates, each
of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial
business combination and (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A
common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial
business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other
similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities
or other property.


 


Preferred Stock 


Our Amended and Restated Charter provides that
shares of preferred stock may be issued from time to time in one or more series. Our board of directors will be authorized to fix the
voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications,
limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without stockholder
approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders
of the common stock and could have anti-takeover effects. The ability of our board of directors to issue preferred stock without
stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management.
We have no preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock,
we cannot assure you that we will not do so in the future. 


Warrants 


Public Warrants 


Each whole warrant entitles the registered holder
to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any
time commencing on the later of January 14, 2022 and 30 days after the completion of our initial business combination, except as
described below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A
common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will
be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you
will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business
combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. 


We will not be obligated to deliver any shares
of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless
a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants
is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect
to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise
of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt
under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the
two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise
such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant.
In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant
will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. 


 






     


     


    

 


We have agreed that as soon as practicable, but in
no event later than 20 business days after the closing of our initial business combination, we will use our reasonable best efforts to
file, and within 60 business days following our initial business combination to have declared effective, a registration statement under
the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants. We will use
our reasonable best efforts to maintain the effectiveness of such registration statement and a current prospectus relating to those shares
of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if our Class A common stock is
at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise
their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event
we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts
to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 


Redemption of Warrants when the price per share of Class A
common stock equals or exceeds $18.00. 


Once the warrants become exercisable, we may
redeem the outstanding warrants (except as described herein with respect to the private placement warrants): 


 


	 	•	 	in whole and not in part; 


 


	 	•	 	at a price of $0.01 per warrant; 


 


	 	•	 	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and 


 


	 	•	 	if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. 


If and when the warrants become redeemable
by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all
applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable
to exercise the warrants. 






     


     


    

If we call the warrants for redemption for
cash as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless
basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management
will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders
of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. If our management takes
advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of
shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A
common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise
price of the warrants by (y) the fair market value. The “fair market value” for this purpose shall mean the average last
reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which
the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption
will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of
the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the
number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive
option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants
for redemption and our management does not take advantage of this option, the initial purchasers and their permitted transferees would
still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above
that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless
basis. 


Redemption of warrants when the price per share of Class A
common stock equals or exceeds $10.00. 


Once the warrants become exercisable, we may
redeem the outstanding warrants: 


 


	 	•	 	in whole and not in part; 


 


	 	•	 	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock to be determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described below; 


 


	 	•	 	if, and only if, the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above; and 


 


	 	•	 	if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. 






     


     


    

The numbers in the table below represent the
number of shares of Class A common stock that a warrant holder will receive upon exercise in connection with a redemption by us pursuant
to this redemption feature, based on the “fair market value” of our Class A common stock on the corresponding redemption
date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined based on
the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which the notice
of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration
date of the warrants, each as set forth in the table below. 


	Redemption Date (period to expiration of warrants)	 	

Fair Market Value of Our Class A Common stock
	≤$10.00	 	$11.00	 	$12.00	 	$13.00	 	$14.00	 	$15.00	 	$16.00	 	$17.00	 	≥$18.00
	60 months	 	0.261	 	0.281	 	0.297	 	0.311	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361
	57 months	 	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361
	54 months	 	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.361
	51 months	 	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.361
	48 months	 	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.361
	45 months	 	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.361
	42 months	 	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.361
	39 months	 	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.361
	36 months	 	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.361
	33 months	 	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.361
	30 months	 	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.361
	27 months	 	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.361
	24 months	 	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.361
	21 months	 	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.361
	18 months	 	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.361
	15 months	 	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.361
	12 months	 	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.361
	9 months	 	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.361
	6 months	 	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.361
	3 months	 	0.034	 	0.065	 	0.104	 	0.150	 	0.197	 	0.243	 	0.286	 	0.326	 	0.361
	0 months	 	—	 	—	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.323	 	0.361


 


This redemption feature differs from the typical
warrant redemption features used in other blank check offerings, which typically only provide for a redemption of warrants only when the
trading price for the Class A common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured
to allow for all of the outstanding warrants to be redeemed when the Class A common stock is trading at or above $10.00 per share,
which may be at a time when the trading price of our Class A common stock is below the exercise price of the warrants. We have established
this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per
share threshold set forth above under “Redemption of warrants when the price per share of Class A common stock equals or exceeds
$18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive
a number of shares representing the applicable redemption price for their warrants based on an option pricing model with a fixed volatility
input as of the date of our final prospectus dated August 4, 2020. This redemption right provides us with an additional mechanism
by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure. As such, we would redeem
the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants. 

















     


     


    

Anti-Dilution Adjustments 


If the number of outstanding shares of Class A
common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares
of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar
event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such
increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders
to purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number
of shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold
in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or
exercisable for Class A common stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of
Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights
offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable for Class A
common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon
exercise or conversion and (ii) fair market value means the volume weighted average price of Class A common stock as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A common
stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. 


In addition, if we, at any time while the warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A
common stock on account of such shares of Class A common stock (or other shares of our capital stock into which the warrants are
convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights
of the holders of Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption
rights of the holders of Class A common stock in connection with a stockholder vote to amend our Amended and Restated Charter (i) to
modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem
100% of our public shares if we have not completed our initial business combination by August 7, 2021 or (ii) with respect to
any other provision relating to stockholders’ rights or pre-initial business combination activity, or (e) in
connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise
price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value
of any securities or other assets paid on each share of Class A common stock in respect of such event. 


If the number of outstanding shares of our
Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A
common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion
to such decrease in outstanding shares of Class A common stock. 


 






     


     


    

Whenever the number of shares of Class A common
stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying
the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares
of Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator
of which will be the number of shares of Class A common stock so purchasable immediately thereafter. 


In case of any reclassification or reorganization
of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such
shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than
a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the
holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70%
of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of common stock
in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or
is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises
the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified
in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The warrants will
be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent,
and us.


In addition, if (x) we issue additional
shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination
at a Newly Issued Price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial
business combination (net of redemptions), and the Market Value is below $9.20 per share (as adjusted for stock splits, stock dividends,
rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the exercise price of each warrant will be adjusted
(to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of the Market Value and
the Newly Issued Price, and the $18.00 per-share redemption trigger price described under “Redemption of warrants
when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal
to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial
business combination with a target business. 


 






     


     


    

The warrant holders do not have the rights or privileges
of holders of Class A common stock or any voting rights until they exercise their warrants and receive shares of Class A common
stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder will be entitled to one (1) vote
for each share held of record on all matters to be voted on by stockholders. 


No fractional shares will be issued upon exercise
of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon
exercise, round up to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder. 


Private Placement Warrants 


Except in very limited circumstances, the private
placement warrants (including the warrants that may be issued upon conversion of working capital loans and the Class A common stock
issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after the completion of our
initial business combination and they will not be redeemable by us so long as they are held by the initial purchasers or their permitted
transferees. The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless
basis and the initial purchasers and their permitted transferees will also have certain registration rights related to the private placement
warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants), as described below.
Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants sold as part of the units
in our IPO, including as to exercise price, exercisability and exercise period. If the private placement warrants are held by holders
other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us in all redemption
scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in our IPO. Each of the warrants
that may be issued upon conversion of working capital loans shall be identical to the private placement warrants. 


If holders of the private placement warrants
elect to exercise them on a cashless basis other than in connection with the above $10.00 redemption, they would pay the exercise price
by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “private warrant
fair market value” (defined below) over the exercise price of the warrants by (y) the private warrant fair market value. The
“private warrant fair market value” shall mean the average last reported sale price of the Class A common stock for the
10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.
The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the initial purchasers
or their permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business
combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited.
We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even
during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or
she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares
of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted
from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. 


In order to fund working capital deficiencies
finance transaction costs in connection with an intended initial business combination, our initial stockholders, officers and directors
may, but are not obligated to, loan us funds on a non-interest basis as may be required. Up to $1,500,000 of such loans
may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the
private placement warrants. 






     


     


    

Dividends 


We have not paid any cash dividends on our common
stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial business combination. Further, if we incur any indebtedness in connection with our initial business
combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. 


Listing of Securities 


Our units, common stock, and warrants are listed
on the New York Stock Exchange under the symbols “ROT.U,” “ROT,” and “ROT WS,” respectively. 


Certain Anti-Takeover Provisions of Delaware Law and Our Certificate
of Incorporation and Bylaws 


We are subject to the provisions of Section 203
of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances, from engaging
in a “business combination” with: 


 


	 	•	 	a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”); 


 


	 	•	 	an affiliate of an interested stockholder; or 


 


	 	•	 	an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder. 


 


A “business combination” includes a merger or sale of more
than 10% of our assets. However, the above provisions of Section 203 do not apply if: 


 


	 	•	 	our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction; 


 


	 	•	 	after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or 


 


	 	•	 	on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.






     


     


    

Our Amended and Restated Charter provides that
our board of directors is classified into three classes of directors. As a result, in most circumstances, a person can gain control of
our board only by successfully engaging in a proxy contest at two or more annual meetings. 


Special Meeting of Stockholders 


Our bylaws provide that special meetings of
our stockholders may be called only by a majority vote of our board of directors or by our Chairman.


Advance Notice Requirements for Stockholder Proposals and Director
Nominations 


Our bylaws provide that stockholders seeking
to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting
of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received
by the company secretary at our principal executive offices not later than the close of business on the 90th day nor earlier
than the close of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting
of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement
must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’
meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making
nominations for directors at our annual meeting of stockholders.


Authorized but Unissued Shares 


Our authorized but unissued common stock and
preferred stock are available for future issuances without stockholder approval (including a specified future issuance) and could be utilized
for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans.
The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an
attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. 


 



     


     


    




Exclusive Forum Selection 


Our Amended and Restated Charter requires, to
the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers and employees
for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in the State of Delaware, except any
action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject
to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of
Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other
than the Court of Chancery or (C) for which the Court of Chancery does not have subject matter jurisdiction. If an action is brought
outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s
counsel. Although we believe this provision benefits us by providing increased consistency in the application of law in the types of lawsuits
to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may
have the effect of discouraging lawsuits against our directors and officers.


Our Amended and Restated Charter provides that
the exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27
of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any
duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition,
the exclusive forum provision will not apply to actions brought under the Securities Act, or the rules and regulations thereunder. In
such cases, the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction.