Exhibit 10.5


 


Registration Rights Agreement


 


THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
is entered into as of ____________, 2021, by and among Sarcos Technology and Robotics Corp. (f/k/a Rotor Acquisition Corp.), a Delaware
corporation (the “Company”), Rotor Sponsor LLC, a Delaware limited liability company (the “Sponsor”),
and the other parties listed on the signature page attached hereto (together with any person or entity who hereafter becomes a party pursuant
to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreement and Plan
of Merger, dated as of April 5, 2021, by and among the Company, Rotor Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary
of the Company (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Sarcos”) (as
amended or supplemented from time to time in accordance with the terms thereof, the “Merger Agreement”).


 


WHEREAS, the Company, Merger Sub and Sarcos entered
into the Merger Agreement, pursuant to which, among other things, Merger Sub will merge with and into Sarcos (the “Merger”),
with Sarcos surviving the Merger as a wholly-owned subsidiary of the Company.


 


WHEREAS, the Company consummated the private placement
of warrants (each, a “Private Placement Warrant,” and collectively, the “Private Placement Warrants”)
to purchase 7,270,000 shares of Class A common stock, par value $0.0001 per share, in the Company (the “Rotor Class A Shares”)
to the Sponsor and certain other Holders upon the closing of the initial public offering of the Company;


 


WHEREAS, the Sponsor and certain other Holders
hold 6,900,000 shares of Class B common stock, par value $0.0001 per share, in the Company (the “Rotor Class B Shares”),
as of the execution and delivery of this Agreement;


 


WHEREAS, all Rotor Class B Shares will be converted
into Rotor Class A Shares upon the consummation of the Merger, and the Rotor Class A Shares will subsequently be designated as the common
stock, par value $0.0001 per share, in the Company in connection with the consummation of the Merger (the “Common Stock”);


 


WHEREAS, the Company and the investors listed as
“Company Investors” on Schedule I hereto (together with any direct or indirect transferee of such investors who hereafter
becomes a party pursuant to Section 6.2 of this Agreement, collectively, the “Company Investors”) are
parties to that certain Registration Rights Agreement, dated as of January 14, 2021 (the “Prior Company Agreement”);


 


WHEREAS, Sarcos and the investors listed as “Sarcos
Investors” on Schedule I hereto (together with any direct or indirect transferee of such investors who hereafter becomes a party
pursuant to Section 6.2 of this Agreement, collectively, the “Sarcos Investors” and together with the
Company Investors, the “Investors”) are parties to that certain Amended and Restated Investors’ Rights
Agreement, dated as of January 31, 2020 (the “Prior Sarcos Agreement”);


 


WHEREAS, the Company and the Company Investors
desire to terminate the Prior Company Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of
the rights granted to them under the Prior Company Agreement, and the Prior Company Agreement shall be automatically terminated in connection
with the consummation of the Merger; and


 


WHEREAS, Sarcos and the Sarcos Investors desire
to terminate the Prior Sarcos Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights
granted to them under the Prior Sarcos Agreement, and the Prior Sarcos Agreement shall be automatically terminated in connection with
the consummation of the Merger.


 






    


     


    

 


NOW, THEREFORE, in consideration of the mutual covenants
and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1. DEFINITIONS. The following capitalized terms used herein have the
following meanings.


 


“Addendum Agreement” is defined in Section
6.2.


 


“Adverse Disclosure” shall mean any public
disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive officer or principal
financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration
Statement or prospectus in order for the applicable Registration Statement or prospectus not to contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary
prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such
time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information
public.


 


“affiliate” of any particular person means
any other person controlling, controlled by or under common control with such person, where “control” means the possession,
directly or indirectly, of the power to direct the management and policies of a person whether through the ownership of voting securities,
its capacity as a sole or managing member or otherwise; provided, that no Investor shall be deemed an affiliate of the Company or any
of its subsidiaries for purposes of this Agreement and neither the Company nor any of its subsidiaries shall be deemed an affiliate of
any Investor for purposes of this Agreement.


 


“Agreement” means this Agreement, as amended,
restated, supplemented, or otherwise modified from time to time.


 


“Block Trade” means an offering and/or sale
of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial
marketing efforts by the Company, including, without limitation, a same day trade, overnight trade, bought deal or similar transaction.


 


“Board” means the board of directors of the
Company.


 


“Business Day” means a day other than a Saturday,
Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close; provided, however, that,
for purposes of clarity, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay
at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the
closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems
(including for wire transfers) of commercial banks in the City of New York generally are open for use by customers on such date.


 


“Commission” means the U.S. Securities and
Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


“Common Stock” means the Common Stock of
the Company, $0.0001 par value per share.


 


“Company” is defined in the preamble to this
Agreement.


 


“Company Investors” is defined in the preamble
to this Agreement.


 






    2


     


    

 


“Demand Registration” is defined in Section
2.2.1.


 


“Demand Takedown” is defined in Section
2.1.5(a).


 


“Demanding Holder” is defined in Section
2.2.1.


 


“Effectiveness Period” is defined in Section
3.1.3.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at
the time.


 


“Form S-1” means a Registration Statement
on Form S-1.


 


“Form S-3” means a Registration Statement
on Form S-3 or any similar short-form registration that may be available at such time.


 


“Holder” is defined in the preamble to this
Agreement. A Person shall cease to be a Holder hereunder at such time as it ceases to hold any Registrable Securities.


 


“Indemnified Party” is defined in Section
4.3.


 


“Indemnifying Party” is defined in Section
4.3.


 


“Holder Indemnified Party” is defined in
Section 4.1.


 


“Investors” is defined in the preamble to
this Agreement.


 


“Maximum Number of Shares” is defined in
Section 2.2.4.


 


“Merger Agreement” is defined in the preamble
to this Agreement.


 


“Merger Sub” is defined in the preamble to
this Agreement.


 


“New Registration Statement” is defined in
Section 2.1.4.


 


“Permitted Transferee” means any person to
whom Common Stock has been Transferred and is or has become party to this Agreement pursuant to one of the following types of transfers
(irrespective of whether a restriction on Transfer then applies): (i) Transfers of shares of Common Stock to a trust, or other entity
formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of the
Holder or any other person with whom the Holder has a relationship by blood, marriage or adoption not more remote than first cousin; (ii)
Transfers by will or intestate succession upon the death of the Holder; (iii) the Transfer of shares of Common Stock pursuant to a qualified
domestic order, court order or in connection with a divorce settlement; (iv) if the Holder is a corporation, partnership (whether general,
limited or otherwise), limited liability company, trust or other business entity, (A) Transfers to another corporation, partnership, limited
liability company, trust or other business entity that is an affiliate of the Holder, or (B) distributions of shares of Common Stock to
partners, limited liability company members or stockholders of the Holder, including, for the avoidance of doubt, where the Holder is
a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership; (v) if the Holder
is a trust, Transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vi) Transfers to the
officers or directors of the Company or the Sponsor or their respective affiliates; or (vii) Transfers to a nominee or custodian of a
person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi).


 






    3


     


    

 


“Piggy-Back Registration” is defined in Section
2.3.1.


 


“Prior Company Agreement” is defined in the
preamble to this Agreement.


 


“Prior Sarcos Agreement” is defined in the
preamble to this Agreement.


 


“Private Placement Warrants” is defined in
the preamble to this Agreement.


 


“Pro Rata” is defined in Section 2.2.4.


 


“Register,” “Registered”
and “Registration” mean a registration effected by preparing and filing a registration statement or similar
document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and
such registration statement becoming effective.


 


“Registrable Securities” means (a) the shares
of Common Stock issued or issuable upon the conversion of any Rotor Class B Shares, (b) the Private Placement Warrants (including any
shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (c) any outstanding share of Common
Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security)
of the Company held by a Holder as of the Effective Time (including the shares of Common Stock issued pursuant to the transactions contemplated
by the Merger Agreement), (d) any equity securities (including the shares of Common Stock issued or issuable upon the exercise of any
such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company
by a Holder; and (e) any other equity security of the Company or any of its subsidiaries, or any successor, issued or issuable with respect
to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation, spin-off or reorganization; provided, however, that, as to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with
such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing
a legend (other than legend imposed as a result of the restrictions contemplated by the bylaws of the Company or an applicable lock-up
agreement) restricting further transfer shall have been delivered by the Company to the transferee and subsequent public distribution
of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D)
such securities may be sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 144 promulgated under the Securities
Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E)
such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 






    4


     


    

 


“Registration Statement” means a registration
statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder
for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement
covering only securities proposed to be issued in exchange for securities or assets of another entity).


 


“Resale Shelf Registration Statement” is
defined in Section 2.1.1.


 


“Requesting Holder” is defined in Section
2.1.5(a).


 


“Rotor Class A Shares” is defined in the
preamble to this Agreement.


 


“Rotor Class B Shares” is defined in the
preamble to this Agreement.


 


“Sarcos” is defined in the preamble to this
Agreement.


 


“Sarcos Investors” is defined in the preamble
to this Agreement.


 


“SEC Guidance” is defined in Section 2.1.4.


 


“Selling Holders” is defined in Section
2.1.5(a)(ii)


 


“Sponsor” is defined in the preamble to this
Agreement.


 


“Transfer” means to (i) sell, offer to sell,
contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly
or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder, with respect to any Common
Stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any Common Stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (iii) publicly announce any intention to effect any transaction, including the filing of a registration statement specified in clause
(i) or (ii). Notwithstanding the foregoing, a Transfer shall not be deemed to include any transfer for no consideration if the donee,
trustee, heir or other transferee has agreed in writing to be bound by the same terms under this Agreement to the extent and for the duration
that such terms remain in effect at the time of the Transfer.


 


“Underwriter” means a securities dealer who
purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.


 


“Underwritten Takedown” shall mean an underwritten
public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.


 


“Underwritten Demand Registration” shall
mean an underwritten public offering of Registrable Securities pursuant to a Demand Registration, as amended or supplemented.


 






    5


     


    

 


2. REGISTRATION RIGHTS.


 


2.1 Resale Shelf Registration Rights.



 


2.1.1 Registration Statement Covering Resale of Registrable Securities.
After the Company becomes eligible to use Form S-3 or its successor form (the “S-3 Eligibility Date”) the Company
shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty (30) days following the date that the
Company receives a request, in writing from (A) the Company Investors who hold a majority in interest of the Registrable Securities held
by all Company Investors or (B) Sarcos Investors who hold a majority in interest of the Registrable Securities held by all Sarcos Investors,
as the case may be that the Company file, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415
of the Securities Act registering the resale from time to time by Holders of all of the Registrable Securities then held by or then issuable,
including any shares of Common Stock issuable to Holders that are not covered by an effective registration statement on the S-3 Eligibility
Date (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement shall be on Form S-3
or another appropriate form permitting Registration of such Registrable Securities for resale by such Holders. The Company shall use reasonable
best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and once effective,
to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the
Effectiveness Period.


 


2.1.2 Notification and Distribution of Materials. The Company
shall notify the Holders in writing of the effectiveness of the Resale Shelf Registration Statement and shall furnish to them, without
charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and exhibits), the Prospectus
contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by
reference in the Resale Shelf Registration Statement or such other documents as the Holders may reasonably request in order to facilitate
the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.


 


2.1.3 Amendments and Supplements. Subject to the provisions
of Section 2.1.1 above, the Company shall promptly prepare and file with the Commission from time to time such amendments and supplements
to the Resale Shelf Registration Statement and Prospectus used in connection therewith as may be necessary to keep the Resale Shelf Registration
Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities
during the Effectiveness Period.


 


2.1.4 Notwithstanding the registration obligations set forth in this
Section 2.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the
application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly
(i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Resale Shelf Registration
Statement as required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement
(a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted
to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary
offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use
its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance
with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC
Guidance”), including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding
any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to
be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts
to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed
in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement
will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Holders, subject to a determination
by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the
event the Company amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses
(i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the
Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on
Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Resale
Shelf Registration Statement, as amended, or the New Registration Statement.


 






    6


     


    

 


2.1.5 Notice of Certain Events. The Company shall promptly notify
the Holders in writing of any request by the Commission for any amendment or supplement to, or additional information in connection with,
the Resale Shelf Registration Statement required to be prepared and filed hereunder (or Prospectus relating thereto). The Company shall
promptly notify each Holder in writing of the filing of the Resale Shelf Registration Statement or any Prospectus, amendment or supplement
related thereto or any post-effective amendment to the Resale Shelf Registration Statement and the effectiveness of any post-effective
amendment.


 


(a) If the Company shall receive a request from the holders of Registrable
Securities with an estimated market value of at least $25 million (the requesting holder(s) shall be referred to herein as the “Requesting
Holder”) that the Company effect the Underwritten Takedown of all or any portion of the Requesting Holder’s Registrable
Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested Underwritten
Takedown (each such request shall be referred to herein as a “Demand Takedown”) at least five (5) Business Days
prior to the anticipated filing date of the prospectus or supplement relating to such Demand Takedown to the other Holders and thereupon
shall use its reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of:


 


(i) subject to the restrictions set forth in Section 2.2.4,
all Registrable Securities for which the Requesting Holder has requested such offering under Section 2.1.5(a), and


 


(ii) subject to the restrictions set forth in Section 2.2.4,
all other Registrable Securities that any holders of Registrable Securities (all such holders, together with the Requesting Holder, the
“Selling Holders”) have requested the Company to offer by request received by the Company within three (3) Business
Days after such holders receive the Company’s notice of the Demand Takedown, all to the extent necessary to permit the disposition
(in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered.


 


(b) Promptly after the expiration of the three-Business Day-period
referred to in Section 2.1.5(a)(ii), the Company will notify all Selling Holders of the identities of the other Selling Holders
and the number of shares of Registrable Securities requested to be included therein.


 


(c) The Company shall only be required to effectuate: (i) no more than
one Underwritten Takedown in any ninety-day period; (i) no more than two Underwritten Takedowns in any twelve-month period; (iii) no more
than two Underwritten Takedowns in respect of all Registrable Securities held by the Company Investors; and (iv) no more than two Underwritten
Takedowns in respect of all Registrable Securities held by the Sarcos Investors, after giving effect to Section 2.2.1.


 


(d) If the managing underwriter in an Underwritten Takedown advises
the Company and the Requesting Holder that, in its view, the number of shares of Registrable Securities requested to be included in such
underwritten offering exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including
the price at which such shares can be sold, the shares included in such Underwritten Takedown will be reduced by the Registrable Securities
held by the Selling Holders (applied on a pro rata basis based on the total number of Registrable Securities held by such Holders, subject
to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by
such Holders).


 






    7


     


    

 


2.1.6 Selection of Underwriters. The initiating Selling Holders
shall have the right to select an Underwriter or Underwriters in connection with such Underwritten Takedown, which Underwriter or Underwriters
shall be reasonably acceptable to the Company. In connection with an Underwritten Takedown, the Company shall enter into customary agreements
(including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or
facilitate the disposition of the Registrable Securities in such Underwritten Takedown, including, if necessary, the engagement of a “qualified
independent underwriter” in connection with the qualification of the underwriting arrangements with the Financial Industry Regulatory
Authority, Inc.


 


2.1.7 Registrations effected pursuant to this Section 2.1 shall
not be counted as Demand Registrations effected pursuant to Section 2.2.


 


2.1.8 Block Trades. If a Demanding Holder wishes to consummate
a Block Trade (on either a Commission registered or non-registered basis), then notwithstanding the time periods and piggyback rights
otherwise provided herein, such Demanding Holder shall, if it would like the assistance of the Company, endeavor to give the Company sufficient
advance notice in order to prepare the appropriate documentation for such transaction. Such Demanding Holder, if requesting a Commission
registered underwritten Block Trade, (1) shall give the Company written notice of the transaction and the anticipated launch date of the
transaction at least five (5) Business Days prior to the anticipated launch date of the transaction, (2) the Company shall be required
to only notify the other Demanding Holders of the transaction and none of the other Holders, (3) the other Demanding Holders shall have
one (1) Business Day prior to the launch of the transaction to determine if they wish to participate in the Block Trade, and (4) the Company
shall include in the Block Trade only shares held by the Demanding Holders. Any Registration effected pursuant to this Section 2.1.8
shall not be counted as Demand Registrations effected pursuant to Section 2.2 but shall be deemed an Underwritten Takedown and
within the cap on Underwritten Takedowns provided in Section 2.1.5(c).


 


(a) The Demanding Holder in a Block Trade shall have the right to select
the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).


 


2.2 Demand Registration.


 


2.2.1 Request for Registration. At any time and from time to
time after the expiration of a lock-up to which such shares are subject, if any, (i) the Company Investors who hold a majority in interest
of the Registrable Securities held by all Company Investors or (ii) Sarcos Investors who hold a majority in interest of the Registrable
Securities held by all Sarcos Investors, as the case may be may make a written demand for Registration under the Securities Act of all
or any portion of their Registrable Securities on Form S-1 or any similar long-form Registration Statement or, if then available, on Form
S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration.”
Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended
method(s) of distribution thereof. The Company will notify all Holders that are holders of Registrable Securities of the demand, and each
such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand
Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”)
shall so notify the Company within ten (10) days after the receipt by the holder of the notice from the Company. Upon any such request,
the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section
2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect: (a) more than one (1) Demand
Registration during any six-month period; (b) any Demand Registration at any time there is an effective Resale Shelf Registration Statement
on file with the Commission pursuant to Section 2.1; (c) more than two Underwritten Demand Registrations in respect of all Registrable
Securities held by the Company Investors, each of which will also count as an Underwritten Takedown of the Company Investors under Section
2.1.5(c)(iii); or (d) more than two Underwritten Demand Registrations in respect of all Registrable Securities held by the Sarcos
Investors, each of which will also count as an Underwritten Takedown of the Sarcos Investors under Section 2.1.5(c)(iv).


 






    8


     


    

 


2.2.2 Effective Registration. A Registration will not count
as a Demand Registration unless and until (i) the Registration Statement filed with the Commission with respect to such Demand Registration
has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with
respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable
Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental
agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective,
unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of
the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a
second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.


 


2.2.3 Underwritten Offering. If the Demanding Holders so elect
and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities
pursuant to such Demand Registration shall be in the form of an underwritten offering with an estimated market value of at least $25 million.
In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s
participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided
herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting
agreement in customary form with the Underwriter or Underwriters selected for such underwriting by the holders initiating the Demand Registration,
and subject to the approval of the Company.


 


2.2.4 Reduction of Offering. If the managing Underwriter or
Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing
that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all
other Common Stock or other securities which the Company desires to sell and the Common Stock, if any, as to which registration has been
requested pursuant to written contractual piggy-back registration rights held by other stockholders of the Company who desire to sell,
exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed
offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum
number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration:
(i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance
with the number of shares that each such person has requested be included in such registration, regardless of the number of shares held
by each such person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding
the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(i), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares;
(iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Common
Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements
with such persons, as to which “piggy-back” registration has been requested by the holders thereof, Pro Rata, that can be
sold without exceeding the Maximum Number of Shares.


 






    9


     


    

 


2.2.5 Withdrawal. If a majority-in-interest of the Demanding
Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering,
such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and
the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating
to a Demand Registration, then either the Demanding Holders shall reimburse the Company for the costs associated with the withdrawn registration
(in which case such registration shall not count as a Demand Registration provided for in Section 2.1) or the withdrawn registration
shall count as a Demand Registration provided for in Section 2.1.


 


2.3 Piggy-Back Registration.


 


2.3.1 Piggy-Back Rights. If the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their
account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other than
a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering
of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities
of the Company, (iv) filed on Form S-4 related to any merger, acquisition or business combination, (v) for a dividend reinvestment plan
or (vi) filed in connection with a Block Trade by one or more holders of Registrable Securities in accordance with Section 2.1.8,
then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable
but in no event less than seven (7) days before the anticipated filing date, which notice shall describe the amount and type of securities
to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of
such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such
notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in
such Piggy-Back Registration and shall use its reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten
offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as
any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back
Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter
or Underwriters selected for such Piggy-Back Registration.


 


2.3.2 Reduction of Offering. If the managing Underwriter or
Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities
in writing that the dollar amount or number of Common Stock which the Company desires to sell, taken together with Common Stock, if any,
as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable
Securities hereunder and the Registrable Securities as to which registration has been requested under this Section 2.3, exceeds
the Maximum Number of Shares, then the Company shall include in any such registration:


 


(a) If the Registration is undertaken for the Company’s account:
(A) first, the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number
of Shares; and (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Common
Stock or other securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the terms
hereof, that can be sold without exceeding the Maximum Number of Shares, Pro Rata; and (C) third, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clauses (A) and (B), the Common Stock or other securities for the account of other
persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and
that can be sold without exceeding the Maximum Number of Shares; and


 






    10


     


    

 


(b) If the registration is a “demand” registration undertaken
at the demand of persons other than either the holders of Registrable Securities, (A) first, the Common Stock or other securities for
the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clause (A), the Common Stock or other securities that the Company desires
to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clauses (A) and (B), the Common Stock or other securities, if any, comprised of Registrable Securities,
Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number
of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and
(C), the Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written
contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.


 


2.3.3 Withdrawal. Any holder of Registrable Securities may elect
to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice
to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination
or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement
at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all
expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.3.4 Unlimited Piggy-Back Rights. For purposes of clarity,
any Registration effected pursuant to Section 2.3 hereof shall not be counted as a Registration pursuant to a Demand Registration
effected under Section 2.2 hereof, and there shall be no limit on the number of Piggy-Back Registrations.


 


3. REGISTRATION PROCEDURES.


 


3.1 Filings; Information. Whenever the Company is required to
effect the registration of any Registrable Securities pursuant to Section 2 or an underwritten Block Trade, the Company shall use
its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s)
of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing Registration Statement. The Company shall use its
reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.2,
prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the
Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder
in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration
Statement to become effective and use its reasonable best efforts to keep it effective for the Effectiveness Period; provided, however,
that the Company shall have the right to defer any Demand Registration for up to ninety (90) days, and any Piggy-Back Registration for
such period as may be applicable to deferment of any Demand Registration to which such Piggy-Back Registration relates, in each case if
the Company shall furnish to the holders a certificate signed by the Chief Executive Officer or Chairman of the Company stating that,
in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such Registration
Statement to be effected at such time; provided, however, the Company shall have the right to defer such filing on not 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.


 






    11


     


    

 


3.1.2 Copies. The Company shall, prior to filing a Registration
Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included
in such registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment
and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein),
the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders
of Registrable Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition
of the Registrable Securities owned by such holders.


 


3.1.3 Amendments and Supplements. The Company shall prepare
and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and
the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the
provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been
disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have
been withdrawn (the “Effectiveness Period”).


 


3.1.4 Notification. After the filing of a Registration Statement,
the Company shall promptly, and in no event more than two (2) Business Days after such filing, notify the holders of Registrable Securities
included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing
in all events within three (3) Business Days of the occurrence of any of the following: (i) when such Registration Statement becomes effective;
(ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by
the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove
it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus
relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment
to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus
will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration
Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any
amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable
Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed
to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents
and comment thereon.


 


3.1.5 Securities Laws Compliance. The Company shall use its
reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities
or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration
Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable
Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary
by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to
enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable
Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.


 






    12


     


    

 


3.1.6 Agreements for Disposition. The Company shall enter into
customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably
required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants
of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall
also be made to and for the benefit of the holders of Registrable Securities included in such registration statement, and the representations,
warranties and covenants of the holders of Registrable Securities included in such registration statement in any underwriting agreement
which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the Company.


 


3.1.7 Comfort Letter. The Company shall obtain a “cold
comfort” letter from the Company’s independent registered public accountants in the event of an underwritten offering, in
customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter
may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating holders.


 


3.1.8 Opinions. On the date the Registrable Securities are delivered
for sale pursuant to any Registration, the Company shall obtain an opinion, dated such date, of one (1) counsel representing the Company
for the purposes of such Registration, addressed to the holders, the placement agent or sales agent, if any, and the Underwriters, if
any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the holders, placement
agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory
to a majority in interest of the participating holders.


 


3.1.9 Cooperation. The principal executive officer of the Company,
the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of
the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include,
without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related
documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.


 


3.1.10 Records. Upon execution of confidentiality agreements,
the Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any
Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional
retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility,
and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with
such Registration Statement.


 


3.1.11 Earnings Statement. The Company shall comply with all
applicable rules and regulations of the Commission and the Securities Act, and make available to its stockholders, as soon as practicable,
an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder.


 


3.1.12 Listing. The Company shall use its reasonable best efforts
to cause all Registrable Securities included in any Registration Statement to be listed on such exchanges or otherwise designated for
trading in the same manner as similar securities issued by the Company are then listed or designated.


 


3.1.13 Market Stand-Off. In connection with any underwritten
offering of equity securities of the Company (other than a Block Trade) in which a Holder participates, such Holder agrees that it shall
not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant
to this Agreement), without the prior written consent of the Company, during the ninety (90)-day period (or such shorter time agreed to
by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement
or in the event the managing Underwriters otherwise agree by written consent. Each Holder agrees to execute a customary lock-up agreement
in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders); provided,
that such agreement shall not be materially more restrictive than any similar agreement entered into by the directors and executive officers
of the Company participating in such underwritten offering; provided, further, that such agreement shall provide that any early
release of any Holder from the provisions of the terms of such agreement shall be on a pro rata basis among all Holders.


 






    13


     


    

 


3.2 Obligation to Suspend Distribution; Adverse Disclosure.
Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, upon
any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Board, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the existence of material non-public information, each
holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus
contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s
securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other
than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice. If the filing, initial effectiveness or continued use of a Registration Statement in respect of
any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration
the statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company
may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of,
such Registration Statement for the shortest period of time, but in no event more than sixty (60) days, determined in good faith by the
Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree
to suspend, immediately upon their receipt of the notice referred to above, their use of the prospectus relating to any Registration in
connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify the Holders of the expiration of any
period during which it exercised its rights under this Section 3.2.


 


3.3 Registration Expenses. Except as set forth in Section
2.2.5, the Company shall bear all costs and expenses incurred in connection with the Resale Shelf Registration Statement pursuant
to Section 2.1, any Demand Registration pursuant to Section 2.1, any Demand Takedown pursuant to Section 2.1.5(a)(i),
any Piggy-Back Registration pursuant to Section 2.3, and any registration on Form S-3 effected pursuant to Section 2.3,
and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance
with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all
salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable
Securities as required by Section 3.1.12; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel
for the Company and fees and expenses for independent certified public accountants retained by the Company; (viii) the fees and expenses
of any special experts retained by the Company in connection with such registration and (ix) the fees and expenses of one legal counsel
selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have
no obligation to pay any underwriting discounts, selling commissions or stock transfer taxes
attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts, selling commissions or
stock transfer taxes shall be borne by such holders. Additionally, in an underwritten offering, all selling stockholders and the
Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.


 


3.4 Information. The holders of Registrable Securities shall
promptly provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with
the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any
Registrable Securities under the Securities Act and in connection with the Company’s obligation to comply with Federal and applicable
state securities laws.


 






    14


     


    

 


4. INDEMNIFICATION AND CONTRIBUTION.


 


4.1 Indemnification by the Company. The Company agrees to indemnify
and hold harmless each Holder and, and each of their respective officers, employees, Affiliates, directors, partners, members, attorneys
and agents, and each person, if any, who controls a Holder and each other holder of Registrable Securities (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party”), from and
against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue
statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable
Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or
alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating
to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Holder
Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating
and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable
in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement
or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus,
or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company,
in writing, by such selling Holder expressly for use therein, or is based on any selling Holder’s violation of the federal securities
laws (including Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the
prospectus.


 


4.2 Indemnification by Holders of Registrable Securities. Each
selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant
to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors
and officers, and each other selling holder and each other person, if any, who controls another selling holder within the meaning of the
Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims,
judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue
statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement,
or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to
state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission
was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for
use therein, or is based on any selling holder’s violation of the federal securities laws (including Regulation M) or failure to
sell the Registrable Securities in accordance with the plan of distribution contained in the prospectus, and shall reimburse the Company,
its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by
any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s
indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received
by such selling holder.


 






    15


     


    

 


4.3 Conduct of Indemnification Proceedings. Promptly after receipt
by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant
to Sections 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof
is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”)
in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to
notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such
Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified
Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party
shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties,
to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party
to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be
liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the
defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party
and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more
than one such separate counsel, which counsel is reasonably acceptable to the Indemnifying Party) to represent the Indemnified Party and
its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified
Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon
the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the
Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such
judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.


 


4.4 Contribution.


 


4.4.1 If the indemnification provided for in the foregoing Sections
4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action
referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate
to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which
resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault
of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such
Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 


4.4.2 The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.


 






    16


     


    

 


4.4.3 The amount paid or payable by an Indemnified Party as a result
of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject
to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall
be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts,
commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.


 


5. UNDERWRITING AND DISTRIBUTION.


 


5.1 Rule 144. The Company covenants that it shall file any reports
required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable
Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities
without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as
such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.


 


6. MISCELLANEOUS.


 


6.1 Other Registration Rights and Arrangements. The Company
represents and warrants that no person, other than a holder of the Registrable Securities, has any right to require the Company to register
any of the Company’s capital stock for sale or to include the Company’s capital stock in any registration filed by the Company
for the sale of shares for its own account or for the account of any other person, other than the Subscription Agreements. The Company
and the Company Investors hereby terminate the Prior Company Agreement, which shall be of no further force and effect and is hereby superseded
and replaced in its entirety by this Agreement. To the extent that the Prior Sarcos Agreement does not terminate in accordance with its
terms in connection with the Merger, Sarcos and the Sarcos Investors hereby terminate the Prior Sarcos Agreement effective upon consummation
of the Merger, and agree that upon consummation of the Merger, the Prior Sarcos Agreement shall be of no further force and effect and
is hereby superseded and replaced in its entirety by this Agreement.


 


6.2 Assignment; No Third Party Beneficiaries. Except as otherwise
provided in this Section 6.2, this Agreement and the rights, duties and obligations of the Company, Holders or the Sponsor hereunder
may not be assigned or delegated by the Company, Holders or the Sponsor in whole or in part. This Agreement and the provisions hereof
shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the
holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any
rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section
6.2. The rights, duties and obligations of a holder of Registrable Securities under this Agreement may be transferred by such a holder
to a Permitted Transferee who acquires or holds Registrable Securities; provided, however, that (a) such transferee has executed
and delivered to the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached
hereto as Exhibit A (the “Addendum Agreement”), (b) the transferor shall have delivered to the Company
no later than ten (10) days following the date of the transfer, written notification of such transfer setting forth the name of the transferor,
the name and address of the transferee, and the number of Registrable Securities so transferred and (c) after any such transfer, the transferee
holds the lesser of (A) [the equivalent in Common Stock after the Merger of 500,000 Registrable Securities as defined in the Prior
Sarcos Agreement] shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits,
stock dividends, reverse stock splits and the like) or (B) all of the transferring Holder’s Registerable Securities. The execution
of an Addendum Agreement shall constitute a permitted amendment of this Agreement. For the avoidance of doubt, if the securities that
a holder wishes to transfer would not be Registrable Securities if held by such transferee, the transferee shall not be entitled to sign
the Addendum Agreement or become a party hereto.


 






    17


     


    

 


6.3 Amendments and Modifications. Upon the written consent of
the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with
any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions
may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment or modification hereto or waiver hereof
that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of capital stock of the Company, in a
manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No
course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a holder or the
Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or
the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
the exercise of any other rights or remedies hereunder or thereunder by such party.


 


6.4 Term.


 


6.4.1 Sections 3 through 5 of this Agreement (including
with respect to any defined term as used therein, whether or not such defined term is defined therein) shall terminate upon the earlier
of (i) the seventh anniversary of the date of this Agreement and (ii) the date as of which (A) all of the Registrable Securities have
been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities
Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the holders of all Registrable Securities
are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation
on the amount of securities sold or the manner of sale; provided further that with respect to any Holder, such Holder will have no rights
under this Agreement and all obligations of the Company to such Holder under this Agreement shall terminate upon the earliest date such
Holder is permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation
on the amount of securities sold or the manner of sale.


 


6.4.2 Notwithstanding anything herein to the contrary, the provisions
of Sections 4 and 6 (including with respect to any defined term as used therein, whether or not such defined term is defined
therein) shall survive, and remain in full force and effect following, any termination of this Agreement.


 






    18


     


    

 


6.5 Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed given (a) when delivered personally by hand (with written confirmation of receipt by
other than automatic means, whether electronic or otherwise), (b) when sent by email (with no automated reply, such as an out-of-office
notification, no mail undeliverable notification or other rejection notice) or (c) one (1) Business Day following the day sent by an internationally
recognized overnight courier (with written confirmation of receipt), in each case, at the following addresses or e-mail addresses (or
to such other address or e-mail address as a party may have specified by notice given to the other party pursuant to this provision):


 


If to the Company:


 


Sarcos Technology and Robotics Corp. (f/k/a Rotor Acquisition
Corp.)


[____]


 


[____]

Attention: [____]

E-mail: [____]


 


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


 


Wilson Sonsini Goodrich & Rosati


701 Fifth Avenue #5100


Seattle, WA 98104


Attn: Patrick Schultheis; Michael Nordtvedt;
Matt Squires


 


If to the Sponsor:


 


Rotor Sponsor LLC


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


 


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


 


Gibson, Dunn & Crutcher LLP


1050 Connecticut Avenue, N.W.


Washington, DC 20036-5306


Attn: Mark Director; Evan D’Amico


 


If to a Holder, to the address set forth under such Holder’s
signature to this Agreement or to such Holder’s address as found in the Company’s books and records.


 


6.6 Severability. This Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement
or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision
as may be possible that is valid and enforceable.


 


6.7 Counterparts. This Agreement may be executed in two or more
counterparts (any of which may be delivered by electronic transmission), each of which shall constitute an original, and all of which
taken together shall constitute one and the same instrument.


 






    19


     


    

 


6.8 Entire Agreement. This Agreement (including all agreements
entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitutes the full and entire
understanding and agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements,
representations, understandings, negotiations and discussions between the parties, whether oral or written, including without limitation
the Prior Company Agreement and the Prior Sarcos Agreement.


 


6.9 Governing Law; Jurisdiction. This Agreement, and all claims
or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation,
execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation
or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law of the State of
Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto
hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of
Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Superior Court
or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause
of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for
recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and
determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular
matter, the Delaware Superior Court or the United States District Court for the District of Delaware), (b) waives, to the fullest extent
it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause
of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the
Delaware Court of Chancery or in the Delaware Superior Court or the United States District Court for the District of Delaware, (c) waives,
to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by Law. Each of the parties hereto agrees that service of process, summons, notice
or document by registered mail addressed to it in accordance with Section 6.5 shall be effective service of process for any suit,
action or proceeding brought in any such court.


 


6.10 TRIAL BY JURY. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, EXECUTION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT, WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A
COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY
TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.


 


[Signature Page Follows]


 




    20


     


    

 


IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.


 



	 	SARCOS TECHNOLOGY AND ROBOTICS CORP.

 (f/k/a Rotor Acquisition Corp.)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	HOLDERS:
	 	 
	 	 



 


	 	 	 
	 	ROTOR SPONSOR LLC
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 



 


SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT



 




    


     


    

 


EXHIBIT A


 


Addendum Agreement 


 


This Addendum Agreement (“Addendum Agreement”)
is executed on [●], 20[●], by the undersigned (the “New Holder”) pursuant to the terms of that certain
Registration Rights Agreement dated as of [●], 2021 (the “Agreement”), by and among the Company, Sponsor
and the Holders identified therein, as such Agreement may be amended, supplemented or otherwise modified from time to time. Capitalized
terms used but not defined in this Addendum Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the
execution of this Addendum Agreement, the New Holder agrees as follows:


 


1. Acknowledgment. New Holder acknowledges that New Holder is
acquiring certain Common Stock of the Company (the “Shares”) as a transferee of such Shares from a party in
such party’s capacity as a holder of Registrable Securities under the Agreement, and after such transfer, New Holder shall be considered
an “Investor” and a holder of Registrable Securities for all purposes under the Agreement.


 


2. Agreement. New Holder hereby (a) agrees that the Shares shall
be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if the New Holder
were originally a party thereto.


 


3. Notice. Any notice required or permitted by the Agreement
shall be given to New Holder at the address or facsimile number listed below New Holder’s signature below.


 


	NEW HOLDER:	 	ACCEPTED AND AGREED
	 	 	 
	Print Name: 	 	SARCOS TECHNOLOGY AND ROBOTICS CORP.

 (f/k/a Rotor Acquisition Corp.)
	 	 	 
	By: 	                                   	 	By: 	                                   



 






    


     


    

 


SCHEDULE I 


 


[Sarcos Investors] 


 


 


 


[Company Investors]