Exhibit 10.5


 


Execution Version


 


THE SECURITIES DESCRIBED HEREIN HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER
RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.


 


THE PURCHASE OF THE SECURITIES INVOLVES
A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement (this “Agreement”)
is entered into as of January __, 2021 between Rotor Acquisition Corp., a Delaware corporation (the “Company”),
Rotor Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and [BlackRock Entity] (the “Purchaser”).


 


RECITALS


 


WHEREAS, the Company was incorporated for
the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has filed with the
U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration
Statement”) for its initial public offering (“IPO”) of units (the “Public Units”),
at a price of $10.00 per Public Unit, each Public Unit comprised of one share of the Company’s Class A common stock, par
value $0.0001 per share (“Class A Common Stock”, and the shares of Class A Common Stock included in the Public
Units, the “Public Shares”), and one-half of one redeemable warrant, where each whole warrant is initially exercisable
to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment (the “Warrants”,
and the Warrants included in the Public Units, the “Public Warrants”);


 


WHEREAS, proceeds from the IPO and the sale
of the Private Placement Warrants (as defined below) in an aggregate amount equal to the aggregate gross proceeds from the IPO
will be deposited into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”),
as described in the Registration Statement;


 


WHEREAS, following the closing of the IPO
(the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, in connection with the IPO, the
Sponsor and the Purchaser will purchase, in a private placement that will close simultaneously with the IPO Closing, warrants which
are identical to the Warrants except that they will be non-redeemable (except under certain limited circumstances) and exercisable
on a cashless basis so long as they are held by the Sponsor, the Purchaser or their respective permitted transferees (the “Private
Placement Warrants”), for a purchase price of $1.00 per Private Placement Warrant;


 


WHEREAS, the parties wish to enter into
this Agreement, pursuant to which the Purchaser shall subscribe for and purchase from the Company (i) shares of Class B common
stock, par value $0.0001 per share, of the Company (“Class B Common Stock” and collectively with the shares
of Class A Common Stock, the “Common Stock”) at the IPO Closing (“Founder Shares”) and (ii) Private
Placement Warrants to be issued at the IPO Closing (together with the Founder Shares, the “Subscribed Securities”);


 


WHEREAS, the Company and the Sponsor have
entered into or intend to concurrently with this Agreement enter into agreements (collectively, the “Subscription Agreements”)
in the form of this Agreement with certain affiliates of the Purchaser (together with the Purchaser, the “Subscribing
Parties”) for the purchase of Founder Shares and Private Placement Warrants set forth therein; and


 






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WHEREAS, the Company, the Sponsor and the
Subscribing Parties intend for the purchase of Founder Shares and Private Placement Warrants as set forth herein to be made pursuant
to Section 4(a)(1) and Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), respectively.


 


NOW, THEREFORE, in consideration of the
premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1. Sale and Purchase.


 


(a) Securities.


 


(i) Subject to the terms and conditions
hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue
and sell to the Purchaser, the number of Private Placement Warrants set forth on Schedule A hereto for the aggregate
purchase price set forth on Schedule A hereto (the “Initial Warrant Purchase Price”).


 


(ii) On the IPO Closing, the Purchaser
shall purchase from the Company, and the Company shall issue and sell to the Purchaser, the number of Founder Shares set forth
on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto (the “Initial
Founder Share Purchase Price” and together with the Initial Warrant Purchase Price, the “Initial Purchase Price”),
by wire transfer of immediately available funds or other means approved by the Company. If the IPO Closing has not occurred by
April 30, 2021, this Agreement shall terminate and be of no further force or effect.


 


(iii) The Purchaser acknowledges
that the Subscribed Securities, and any securities of the Company that may be distributed to the Purchaser on account of the Subscribed
Securities (collectively, the “Securities”), will be subject to restrictions on transfer as set forth in this
Agreement.


 


(iv)
The Company shall notify the Purchaser in writing of the anticipated date of the effectiveness of the Registration
Statement (the “Effective Date”) at least three (3) Business Days (as defined below) prior to the
Effective Date, and the Purchaser shall remit the Initial Purchase Price to the Company’s transfer agent (to be held in
escrow pending the IPO Closing), by wire transfer of immediately available funds or other means approved by the Company, on
the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and the Purchaser may
agree upon in writing; provided, however, that if the actual number of Public Units offered and sold in the IPO is
less than 20,000,000, then the Purchaser shall not be obligated to remit the Initial Purchase Price as set forth in this
Section 1(a)(iv) and any of the Purchaser, the Company or the Sponsor may in its sole discretion terminate this Agreement
which shall be of no further force or effect. As used herein, “Business Day” means any day, other than a
Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or
required by law or regulation to close in the City of New York, New York. If the IPO Closing has not occurred by the date
that is seven (7) Business Days after the date on which the Purchaser remitted the Initial Purchase Price to the
Company’s transfer agent, then, unless the Purchaser otherwise agrees in writing, the Company will promptly cause its
transfer agent to return such amounts to the Purchaser. If the IPO Closing has not occurred by April 30, 2021, this Agreement
shall terminate and be of no further force or effect.


 


(v) In the event that the underwriters’
over-allotment option in connection with the IPO (the “Over-allotment Option”) is exercised, the Purchaser agrees
to purchase additional Founder Shares and Private Placement Warrants as indicated on Schedule A. The Company shall notify
the Purchaser in writing of the anticipated date of each closing of the exercise of the Over-allotment Option, if any (each, an
“Over-allotment Closing”) at least three (3) Business Days prior to such Over-allotment Closing, and the Purchaser
shall pay the purchase price for the Founder Shares and the Private Placement Warrants to be purchased in connection with such
Over-allotment Closing by wire transfer of immediately available funds or other means approved by the Company on that date that
is one (1) Business Day prior to such Over-allotment Closing (to be held in escrow pending such Over-allotment Closing), or such
other date as the Company and the Purchaser may agree upon in writing. If the Over-allotment Closing has not occurred by the date
that is seven (7) Business Days after the date on which the Purchaser remitted the purchase price for the Founder Shares and
the Private Placement Warrants to be purchased in connection with such Over-allotment Closing, then, unless the Purchaser otherwise
agrees in writing, the Company will promptly cause its transfer agent to return such amounts to the Purchaser.


 






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(vi) On the date of the IPO Closing,
the Company shall issue to the Purchaser the number of Founder Shares and Private Placement Warrants set forth on Schedule A hereto.
On the date of each Over-allotment Closing, if any, the Company shall issue to the Purchaser the number of Private Placement Warrants
and Founder Shares as set forth on Schedule A.


 


(b) Closing Conditions. The Purchaser’s
obligation to purchase the Subscribed Securities and the Company’s obligation to sell the Subscribed Securities to the Purchaser
is conditioned upon satisfaction of the following conditions precedent (any or all of which may be waived by the Company, the Sponsor
and the Purchaser in its sole discretion with respect to the other parties’ conditions):


 


(i) On the IPO Closing or the Over-allotment
Closing, as applicable, no legal, administrative or regulatory action, suit or proceeding shall be pending which seeks to restrain
or prohibit the transactions contemplated by this Agreement;


 


(ii) The representations and warranties
of the Company, the Sponsor and the Purchaser, contained in this Agreement shall have been true and correct on the date of this
Agreement and shall be true and correct on the IPO Closing or the Over-allotment Closing, as applicable, as if made on the date
of such closing; and


 


(iii) In the case of the Company
and the Sponsor, each Subscribing Party other than the Purchaser shall have on the IPO Closing or the Over-allotment Closing, as
applicable, concurrently consummated its subscription under its Subscription Agreement.


 


(c) Delivery of
Securities.


 


(i) The Company shall register the
Purchaser as the owner of the Subscribed Securities with the Company’s transfer agent by book entry upon the purchase thereof
(provided that prior to the Company’s appointment of a transfer agent it shall register the Purchaser as the owner of such
securities in the Company’s stock ledger upon the purchase thereof).


 


(ii) Each register and book entry
for the Securities shall contain a notation and each certificate (if any) evidencing the Securities shall be stamped or otherwise
imprinted with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.


 


THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBSCRIPTION AGREEMENT BY AND AMONG THE HOLDER
AND THE OTHER PARTIES THERETO. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 






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(d) Legend Removal. Following the expiration
of the transfer restrictions set forth in Section 6(a), if the Securities are eligible to be sold without restriction
under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the
Securities Act, or if they are registered for resale under the Securities Act pursuant to a shelf registration statement, then
at the Purchaser’s written request, the Company will use commercially reasonable efforts to cause the Company’s transfer
agent to remove the legend set forth in Section 1(c)(ii), subject to compliance by the Purchaser with the reasonable
and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by
the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with
its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize
and direct the transfer agent to issue such Securities without any such legend.


 


(e) Registration Rights. On the Effective
Date, the Company shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with
the Sponsor, the Subscribing Parties and certain other parties thereto, in substantially the form provided to the Purchaser prior
to the date hereof. The Registration Rights Agreement shall provide the Purchaser with registration rights with respect to the
Subscribed Securities that are no less favorable to the Purchaser than the registration rights of the Sponsor set forth therein.


 


2. Potential Forfeiture. The Purchaser
agrees that if, in connection with a Business Combination, the Sponsor decides (i) to forfeit, transfer to a third person, exchange,
subject to transfer, vesting or conditional forfeiture provisions or amend the terms of all or any portion of the Founder Shares
and/or the Private Placement Warrants (or the Sponsor’s membership interests representing an interest in any of the foregoing)
or (ii) to enter into any other arrangements with respect to the Founder Shares and/or the Private Placement Warrants (or the Sponsor’s
membership interests representing an interest in any of the foregoing), including voting in favor of any amendment to the terms
of the Founder Shares and/or the Private Placement Warrants (each, a “Change in Investment”), such Change in
Investment shall apply pro rata to the Purchaser and the Sponsor based on the relative number of Founder Shares and/or Private
Placement Warrants to be held by each on the Business Combination Closing; provided, however that in no event shall such Change
in Investment apply to more than 75% of the Founder Shares to be purchased by the Purchaser and/or 75% of the Private Placement
Warrants held by the Purchaser. The Purchaser agrees to take all steps and execute all such agreements as may be necessary or reasonably
requested by the Sponsor to effectuate such Change in Investment on the same terms as applicable to the Sponsor.


 


3. Representations and Warranties
of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a) Organization and Power. The Purchaser
is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite
power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b) Authorization. The Purchaser has
full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute
the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws
of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies.


 


(c) Governmental Consents and Filings.
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the
transactions contemplated by this Agreement, except for filings pursuant to applicable securities laws, rules or regulations.


 


(d) Compliance with Other Instruments.
The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions
contemplated by this Agreement will not result in any violation or default (i) under any provisions of its organizational
documents, (ii) under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under
any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract
or purchase order to which it is a party or by which it is bound or (v) under any provision of federal or state statute, rule or
regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the
Purchaser’s ability to consummate the transactions contemplated by this Agreement.


 






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(e) Purchase Entirely for Own Account.
This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s
execution of this Agreement, the Purchaser hereby confirms, that the Securities to be acquired by the Purchaser will be acquired
for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution
of any part thereof in violation of any state or federal securities laws, and that the Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser
further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person
(other than the Company) to sell, transfer or grant participations to such Person or to any third Person, with respect to any of
the Securities. For purposes of this Agreement, “Person” means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any
department or agency thereof.


 


(f) Disclosure of Information. The
Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions
of the offering of the Securities, as well as the terms of the Company’s proposed IPO, with the Company’s management.


 


(g) Restricted Securities. The Purchaser
understands that the offer and sale of the Securities to the Purchaser has not been and will not be registered under the Securities
Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The
Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities
laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the
SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The
Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration
Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may
be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for
the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company
is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted
the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated
hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection
of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.


 


(h) No Public Market. The Purchaser
understands that no public market now exists for the Securities, and that the Company has not made any assurances that a public
market will ever exist for the Securities.


 


(i) High Degree of Risk. The Purchaser
understands that the purchase of the Subscribed Securities involves a high degree of risk which could cause the Purchaser to lose
all or part of its investment.


 


(j) Accredited Investor. The Purchaser
is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


 


(k) No General Solicitation. Neither
the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly,
including, through a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any
advertisement in connection with the offer and sale of the Securities.


 


(l) Place of Investment Decision. The
Purchaser’s investment decision was made in the office or offices located at the address of the Purchaser set forth on the
signature page hereof.


 


(m) Adequacy of Financing. The
Purchaser will, when such funds are due hereunder, have sufficient funds to satisfy its obligations under this Agreement.


 






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(o) No Other Representations and Warranties;
Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and
in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser
nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to
make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser
Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by
the Company and the Sponsor in Section 4 and Section 5 of this Agreement, respectively, and in any certificate
or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations
or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates
(collectively, the “Company Parties”) or by the Sponsor, any person on behalf of the Sponsor or any of the Sponsor’s
affiliates (collectively, the “Sponsor Parties”) with respect to the transactions contemplated hereby.


 


4. Representations, Warranties and Covenants
of the Company. The Company represents, warrants and covenants to the Purchaser as follows:


 


(a) Organization and Corporate Power.
The Company is incorporated and validly existing and in good standing as a corporation under the laws of the State of Delaware
and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b) Capitalization. The authorized
share capital of the Company consists, as of the date hereof:


 


(i) 70,000,000 shares of Class A Common
Stock, none of which is issued and outstanding;


 


(ii) 12,500,000 shares of Class
B Common Stock, 5,750,000 of which are issued and outstanding and held by the Sponsor. All of the outstanding shares of Class B
Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal
and state securities laws.


 


(iii) 1,000,000 shares of preferred
stock, none of which is issued and outstanding.


 


(c) Authorization. All corporate action
required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into
this Agreement, and to issue the Subscribed Securities, has been taken on or prior to the date hereof. All action on the part of
the stockholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance
of all obligations of the Company under this Agreement, and the issuance and delivery of the Subscribed Securities has been taken
on or prior to the date hereof. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally
binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or
affecting the enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of
specific performance, injunctive relief, or other equitable remedies.


 


(d) Valid Issuance of Securities.


 


(i) The Subscribed Securities, when
issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly
issued and fully paid, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with
respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable
state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the
representations of the Purchaser in this Agreement and subject to the filings described in Section 4(f) below,
the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.


 






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(ii) No “bad actor”
disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”)
is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a
Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person”
means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act,
any Person listed in the first paragraph of Rule 506(d)(1).


 


(e) IPO. The offers and sales of securities
in the IPO will be made pursuant to an effective Registration Statement and otherwise in compliance with the Securities Act and
the rules and regulations promulgated thereunder and applicable state securities laws, rules and regulations.


 


(f) Governmental Consents and Filings.
Assuming the accuracy of the representations made by the Purchaser in this Agreement, no consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority
is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement,
except for filings pursuant to Regulation D of the Securities Act and applicable state securities laws, if any.


 


(g) Compliance with Other Instruments.
The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement
will not result in any violation or default (i) under any provisions of the certificate of incorporation, bylaws or other
governing documents of the Company, (ii) under any instrument, judgment, order, writ or decree to which the Company is a party
or by which it is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound,
(iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which it is bound or (v) under
any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i))
which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.


 


(h) Operations. As of the date hereof,
the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other than organizational
activities and activities in connection with offerings of the Securities.


 


(i) Foreign Corrupt Practices. Neither
the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course of its
actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the
U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to any foreign or domestic government official or employee.


 


(j) Compliance with Anti-Money Laundering
Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping
and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but
not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and
the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company,
threatened.


 


(k) Absence of Litigation. There is
no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s
officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.


 


(l) No General Solicitation. Neither
the Company nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly,
including, through a broker or finder (i) engaged in any general solicitation or (ii) published any advertisement in
connection with the offer and sale of the Subscribed Securities.


 






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(m) Non-Public Information. The Company
represents and warrants that none of the information conveyed to the Purchaser in connection with the transactions contemplated
by this Agreement will constitute material non-public information of the Company upon the effectiveness of the Registration Statement.


 


(n) No Other Representations and Warranties;
Non-Reliance. Except for the specific representations and warranties contained in this Section 4 and
in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make
any other express or implied representation or warranty with respect to the Company or the offering of Securities hereunder, and
the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly
made by the Purchaser in Section 3 of this Agreement and in any certificate or agreement delivered pursuant
hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have
been made by the Purchaser Parties.


 


5. Representations, Warranties and Covenants
of the Sponsor. The Sponsor represents, warrants and covenants as follows:


 


(a) Organization and Power. The Sponsor
is duly organized, validly existing, and in good standing under the laws of its jurisdiction of its formation and has all requisite
power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b) Authorization. The Sponsor has
full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Sponsor, will constitute
the valid and legally binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms, except (i)
as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general
application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies.


 


(c) No Other Representations and Warranties;
Non-Reliance. Except for the specific representations and warranties contained in this Section 5 and in any
certificate or agreement delivered pursuant hereto, none of the Sponsor Parties has made, makes or shall be deemed to make any
other express or implied representation or warranty with respect to the Sponsor or the offering of Securities hereunder, and the
Sponsor Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly
made by the Purchaser in Section 3 of this Agreement and in any certificate or agreement delivered pursuant
hereto, the Sponsor Parties specifically disclaim that they are relying upon any other representations or warranties that may have
been made by the Purchaser Parties.


 


(d) Sponsor Minimum Investment. The
Sponsor and any of its affiliates shall purchase at least eighty percent (80%) of the Private Placement Warrants offered by the
Company in connection with the IPO which are not purchased by the Subscribing Parties.


 






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6. Additional Agreements and Acknowledgements
of the Purchaser.


 


(a) Transfer Restrictions. The Purchaser
agrees that, except for Transfers (as defined below) to third parties required pursuant to Section 2 above, it shall not Transfer
(i) any Founder Shares until the earlier of (A) one year after the closing of the Business Combination (the “Business
Combination Closing”) and (B) the date following the Business Combination Closing on which the Company completes
a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders
having the right to exchange their Common Stock for cash, securities or other property (such period, the “Lock-up Period”)
or (ii) any Private Placement Warrants (or any shares of Common Stock issuable upon exercise of the Private Placement Warrants)
until 30 days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent to the Business Combination
Closing, the last reported sale price of the 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 twenty (20) trading days within any thirty (30) trading
day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Founder Shares shall
be released from the lockup referenced in this Section 6(a). Notwithstanding the first sentence hereinabove, Transfers of
the Securities are permitted (i) to the Company’s initial stockholders, officers or directors, any members of the Sponsor
or its affiliates, any affiliates of the Sponsor, or any employees of the Sponsor, or any employees of such affiliates; (ii) in
the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary
of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in
the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of
an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with
the completion of a Business Combination at prices no greater than the price at which the Founder Shares, the Private Placement
Warrants or Class A common stock, as applicable, were originally purchased; (vi) by virtue of the Sponsor’s or Purchaser’s
organizational documents upon liquidation or dissolution of the Sponsor or the Purchaser; (vii) as distributions to limited partners
or members of the Sponsor or the Purchaser; (viii) by virtue of the laws of the State of Delaware or of the Sponsor’s or
Purchaser’s organizational documents upon liquidation or dissolution of the Sponsor or the Purchaser; (ix) to the Company
for no value for cancellation in connection with the completion of the Business Combination; (x) in the event of the Company’s
liquidation prior to the completion of the Business Combination; (xi) to the Purchaser’s affiliates, to any investment fund
or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the Purchaser or
an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed
by such persons; and (xii) in the event of the Company’s liquidation, merger, stock exchange, reorganization or other similar
transaction which results in all of the Company’s public shareholders having the right to exchange their Class A Common Stock
for cash, securities or other property subsequent to the Company’s completion of the Business Combination (each of the foregoing,
a “Permitted Transferee”); provided, however, that in the case of clauses (i) through (viii) or with the
Company’s prior written consent, these Permitted Transferees must enter into a written agreement agreeing to be bound by
the terms of this Agreement, including these transfer restrictions. As used in this Agreement, “Transfer” shall
mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated
thereunder) with respect to, any of the Securities; (y) entry into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to
be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any
transaction specified in clause (x) or (y); provided further, that this Section 6(a) shall not prohibit the Purchaser
from effecting a Short Sale (as defined below) with securities that do not constitute “Securities” under this Agreement.


 


(b) Trust Account.


 


(i) The Purchaser hereby acknowledges
that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing.
The Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account,
or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights,
if any, the Purchaser may have in respect of any Public Shares held by it.


 


(ii) The Purchaser hereby agrees
that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to,
or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that
it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any
Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall
pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies
in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares
held by it.


 


(c) No Short Sales. The Purchaser hereby
agrees that neither it, nor any person or entity acting on its behalf, will engage in any Short Sales with respect to securities
of the Company prior to the closing of the Business Combination. For purposes of this Section 6(c), “Short Sales”
shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under
the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as
part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including
on a total return basis).


 






    9


     

    

 


(d) Use of Purchaser’s Name.
Neither the Company nor the Sponsor will, without the written consent of the Purchaser in each instance, use in advertising, publicity
or otherwise the name of the Purchaser or any of its affiliates, or any director, officer or employee of the Purchaser, nor any
trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Purchaser
or its affiliates or any information relating to the business or operations of the Purchaser or its affiliates (including, for
the avoidance of doubt, any investment vehicles, funds or accounts managed thereby). Notwithstanding the foregoing, the Company
may disclose (i) the Purchaser’s name and information concerning the Purchaser (A) to the extent required by law,
regulation or regulatory request, including in the Registration Statement or (B) to the Company’s lawyers, independent
accountants and to other advisors and service providers who reasonably require the Purchaser’s information in connection
with the provision of services to the Company, are advised of the confidential nature of such information and are obligated to
keep such information confidential, and (ii) the Purchaser’s name and the terms of this Agreement to the other Subscription
Parties. The Company and the Sponsor agree to provide to the Purchaser for the Purchaser’s review any disclosure in any registration
statement, proxy statement or other document in advance of the submission, filing or disclosure of such document in connection
with the transactions contemplated by this Agreement with respect to the Purchaser or any of its affiliates, and will not make
any such submission, filing or disclosure without including any revisions reasonably requested in writing by the Purchaser or to
the extent the Purchaser has a good faith objection to such submission, filing or disclosure.

 


(e) Stock Exchange Listing. The Company
will use commercially reasonable efforts to effect and maintain the listing of the Class A Common Stock and Warrants on The New
York Stock Exchange (or another national securities exchange) until the third anniversary of the Business Combination Closing.


 


7. General Provisions.


 


(a) Notices. All notices
and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon
the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic
mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on
the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized
overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications
sent to the Company shall be sent to: c/o Graubard Miller, 405 Lexington Avenue, 11th floor, New York, NY 10174, Attention:
Amy Salerno, Chief Financial Officer, Email: amy.h.salerno@gmail.com, with a copy to Graubard Miller, 405 Lexington Avenue, 11th
Floor, New York, NY 10174, Attention: David Miller and Jeffrey Gallant, Email: DMiller@graubard.com and JGallant@graubard.com.


 


All communications to the Purchaser shall
be sent to the Purchaser’s address as set forth on the signature page hereto, or to such email address, facsimile number
(if any) or address as subsequently modified by written notice given in accordance with this Section 7(a).


 


(b) No Finder’s Fees. Each party
represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction.
The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the
nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against
such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives are responsible.
The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature
of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such
liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.


 


(c) Survival. All of the representations
and warranties contained herein shall survive the consummation of the transactions contemplated by this Agreement.


 






    10


     

    

 


(d) Entire Agreement. This Agreement,
together with any other documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby.


 


(e) Successors. All of the terms, agreements,
covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are
enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f) Assignments. Except as otherwise
specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of the other party.


 


(g) Counterparts. This Agreement may
be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one
and the same instrument.


 


(h) Headings. The section headings
contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this
Agreement.


 


(i) Governing Law. This Agreement,
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute,
law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York,
without giving effect to its choice of laws principles. 


(j) Jurisdiction. The parties hereby
irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and the United States District
Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon
this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement
except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) waive,
and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it
is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment
or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding
is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


(k) WAIVER OF JURY TRIAL. THE PARTIES
HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


(l) Amendments. This Agreement may
not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company and the
Purchaser.


 


(m) Severability. The provisions of
this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or
enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto
or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with
its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have
the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific
words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n) Expenses. Each of the Company,
the Sponsor and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance
of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives,
financial advisors, legal counsel and accountants, except that the Sponsor will be responsible for the Purchaser’s legal
fees in an amount up to $50,000. The Company shall be responsible for the fees of its transfer agent, stamp taxes and all of The
Depository Trust Company’s fees associated with the issuance of the Securities and the securities issuable upon conversion
or exercise of the Securities.


 






    11


     

    

 


(o) Construction. The parties hereto
have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will
arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any
federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless
the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact
that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative
levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto
is in breach of the first representation, warranty, or covenant.


 


(p) Waiver. No waiver by any party
hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed
to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way
any rights arising because of any prior or subsequent occurrence.


 


(q) Specific Performance. Each party
hereto agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the other party
hereto in accordance with the terms hereof and that the such party shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or equity.


 


(r) No Third-Party Beneficiaries. This
Agreement is for the sole benefit of the parties hereto (and their respective successors and permitted assigns) and nothing herein,
express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.


 


(s) Confidentiality. Except as may
be required by law, regulation or applicable stock exchange listing requirements (but subject in any case to the provisions of
Section 6(d) hereof), unless and until the transactions contemplated hereby and the terms hereof are publicly
announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not publicly disclose
the existence or terms of this Agreement. Notwithstanding the foregoing, the Purchaser shall be permitted to disclose any information
to its affiliates and its and their respective directors, officers, employees, advisors, director or indirect owners, agents and
representatives, in each case so long as such person or entity has been advised of the confidentiality obligations hereunder; provided
that the Purchaser shall be liable for any breach of such confidentiality obligations by any such person or entity.


 


[Signature page follows]


 






    12


     

    

 


IN WITNESS WHEREOF, the undersigned
have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 	 
	 	ROTOR
    ACQUISITION CORP. 
	 	 	 
	 	By:	/s/ Amy Salerno
	 	Name:	Amy Salerno
	 	Title:	Chief Financial Officer
	 	 	 
	 	SPONSOR:
	 	 	 
	 	ROTOR
    SPONSOR LLC 
	 	 	 
	 	By:	/s/ Brian Finn
	 	Name:
    	Brian Finn
	 	Title:
    	Chief Executive Officer


 


[Signature Page to Subscription Agreement]


 






     


     

    

 


	 	PURCHASER:
	 	 	 
	 	[BLACKROCK
    ENTITY] 

    By: BlackRock Financial Management Inc., in its capacity as investment advisor
	 	 	 
	 	Name:
    	        
	 	Title:
    	 


 


	 	
        

        Purchaser’s Address for Notices:

	 	 
	 	
        c/o BlackRock Financial Management, Inc.

        55 East 52nd Street

        New York, NY 10055

        Attn: 

         

        with copies to:

         

        c/o BlackRock, Inc.

        Office of the General Counsel

        40 East 52nd Street, New York, NY 10022

        Attn: David Maryles and Reid Fitzgerald

        Email: legaltransactions@blackrock.com

         

        And

         

        Kramer Levin Naftalis & Frankel LLP

        1177 Avenue of the Americas

        New York, NY 10036

        Attn: Christopher S. Auguste

        Email: cauguste@kramerlevin.com



 


[Signature Page to Subscription Agreement]


 






     


     

    

 


Schedule A


 


 


 


	 	 	Number of
 Subscribed Securities	 	 	Initial Purchase Price	 
	Founder Shares	 		        	 	 	$	       	 
	Private Placement Warrants	 	 	 	 	 	$	 	 



 


	*	In the event that the Over-allotment Option is exercised,
the Purchaser agrees to purchase (i) up to an additional $[_______] of Founder Shares at a price of $[_____] per share (or up
to [______] Founder Shares] and (ii) up to an additional $[________] of Private Placement Warrants at a price of $1.00 per warrant
(or up to [______] Private Placement Warrants), in the same proportion as the amount of the over-allotment option that is exercised.