Exhibit
10.4


 


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 14, 2021 between Rotor Acquisition
Corp., a Delaware corporation (the “Company”), and Riverview Group LLC, a Delaware limited liability company
(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, Rotor Sponsor LLC, a Delaware limited liability company (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) certain 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 (such purchased
Class B Common Stock, the “Founder Shares”) and (ii) certain 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 enter into, agreements concurrently with this Agreement (collectively,
with this Agreement, the “Subscription Agreements”) with certain affiliates of the Purchaser (together with
the Purchaser, the “Subscribing Parties”), in substantially the form of this Agreement, for the purchase of
Founder Shares and Private Placement Warrants set forth therein; and


 






     


     


    

 


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


  


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, on the IPO Closing, the Purchaser hereby irrevocably subscribes for and agrees to
purchase from the Company, and the Company hereby 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)    Subject
to the terms and conditions hereof, 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.


 






    2


     


    

 


(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.


 


(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 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 or the Purchaser upon written notice of such waiver to the other respective
parties):


 


(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.


 


(iv)
The Sponsor and any of its affiliates shall have purchased 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.


 


(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.


 






    3


     


    

 


THE
SECURITIES MAY NOT BE SOLD, PLEDGED, OFFERED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO THE TERMS AND CONDITIONS
OF A CERTAIN SUBSCRIPTION AGREEMENT BY AND AMONG THE HOLDER AND THE OTHER PARTIES THERETO, COPIES OF WHICH AGREEMENT MAY BE
OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


(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 that certain 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),
to facilitate the consummation of such Business Combination (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 held by each on the date hereof or, if applicable, the date of the Over-allotment Closing; provided,
however, that in no event shall such Change in Investment apply to more than 75% of the Founder Shares held by the Purchaser
and/or 75% of the Private Placement Warrants held by the Purchaser on the date hereof or, if applicable the date of the Over-allotment
Closing. 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.


 






    4


     


    

 


(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.


 


(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.


 






    5


     


    

 


(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.


 


(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 of, as of the date hereof:


 


(i) 70,000,000 shares of Class A Common
Stock, none of which are 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 are 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.


 






    6


     


    

 


(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.


 


(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.


 






    7


     


    

 


(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.


 


(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.
[Reserved.]


 


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 and transfer restrictions of this Agreement.
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.


 






    8


     


    

 


(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 the Securities 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). Notwithstanding anything to the contrary contained herein, the Purchaser shall not be prohibited
from effecting a short sale with securities that do not constitute “Securities” under this Agreement.


 


(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 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. 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.

 






    9


     


    

 


(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.


 


(f)
Material Non-Public Information. Notwithstanding anything to the contrary herein, the Company shall not, without the prior
written consent of a General Counsel or Chief Compliance Officer (or their designee) of the Purchaser, disclose to the Purchaser
any information (including, without limitation, information that may be provided to the Company) that is material non-public information
with respect to any public company, including the Company.


 


(g)
Independent Nature of Rights and Obligations. Nothing contained herein, and no action taken by any party pursuant hereto,
shall be deemed to constitute the Purchaser and the Sponsor as, and the Sponsor acknowledges that the Purchaser and the Sponsor
do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that
the Purchaser and the Sponsor are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by this Agreement or any matters, and the Sponsor acknowledges that the Purchaser and the Sponsor are not acting
in concert or as a group, and the Sponsor shall not assert any such claim, with respect to such obligations or the transactions
contemplated by this Agreement.


 


(h)
Prohibition on Certain Business Combinations. The Sponsor shall not cause the Company to enter into a business combination
where the resultant company would be classified as a U.S. Real Property Holding Corporation under Section 897 of the Internal
Revenue Code of 1986, as amended.


 


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 is not and will not be obligated to pay 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, in equity, in contract, in tort or otherwise. .


 


(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


 


[Signature
Page to Subscription Agreement]


 




    13


     


    

  


	 	PURCHASER:
	 	 	 
	 	RIVERVIEW GROUP LLC 
	 	 	 
	 	By:	
    Integrated Holding Group LP, its Managing Member 
	 	 	 
	 	By:	Millennium Management LLC, its General Partner
	 	 	 
	 	By:
    	/s/
    Gil Raviv 
	 	Name: 	
    Gil Raviv 
	 	Title:	Authorized
    Person


 


Purchaser’s
Address for Notices:


 


c/o
Millennium Management LLC


666
Fifth Avenue, 8th Floor


New
York, NY 10103


 


Attention:
General Counsel


Tel:
(212) 841-4195


Email:
generalcounsel@mlp.com


 


[Signature
Page to Subscription Agreement]


 




    14


     


    

 


Schedule
A*


 


	 	 	Number of
 Subscribed Securities	 	 	Initial Purchase Price	 
	Founder Shares	 	349,269	 	 	$395,192	 
	Private Placement Warrants	 	 	377,885	 	 	$	377,885	 
	Total Purchase Price	 	 	 	 	 	$	773,077	 



 


(If
Over-allotment Option exercised in full)


 


	 	 	Number of
 Subscribed Securities	 	 	Initial Purchase Price	 
	Founder Shares	 	395,192	 	 	$436,731	 
	Private Placement Warrants	 	 	419,423	 	 	$	419,423	 
	Total Purchase Price	 	 	 	 	 	$	856,154	 



 


*In
the event that the Over-allotment Option is exercised, the Purchaser agrees to purchase (i) up to an additional 41,539 Founder
Shares at a price per share to be determined by the formula below and (ii) up to an additional 41,538 Private Placement Warrants
at a price of $1.00 per warrant.


 


The
calculation for determining the total amount to be paid for the Founder Shares (the “Founder Shares Purchase Price”),
will be as follows:


 


	 	●	The
    Total Purchase Price minus (the number of Private Placement Warrants × $1.00).


 


The
calculation for determining the price per Founder Share will be as follows:


 


	 	●	The
    Founder Shares Purchase Price divided by the number of Founder Shares exercised.


 


 


15