Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of January 14, 2021 by and between Rotor Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, No. 333-251521 (the “Registration Statement”) and prospectus (the “Prospectus”),
for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of
the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable
warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter
referred to as the “Offering”), has been declared effective as of the date hereof (the “Effective Date”)
by the U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Registration Statement);


 


WHEREAS, Credit Suisse Securities (USA)
LLC is acting as the representative of the underwriters (the “Representative”) in the Offering pursuant to an underwriting
agreement between the Company and the underwriters (“Underwriting Agreement”);


 


WHEREAS, simultaneously with the Offering,
the Company’s sponsor and certain anchor investors (as further described in the Registration Statement) will be purchasing
6,550,000 warrants (“Private Placement Warrants”) from the Company for an aggregate purchase price of $6,550,000 (and
additional amounts of Private Placement Warrants from the Company if the underwriters exercise their over-allotment option, up
to 7,270,000 Private Placement Warrants for an aggregate purchase price of $7,270,000 if the underwriters’ over-allotment
option is exercised in full);


 


WHEREAS, as described in the Prospectus,
and in accordance with the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time
to time (the “Charter”), $240,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants
($276,000,000 if the underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited
and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit
of the Company and the holders of shares of the Common Stock included in the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee will be referred to herein as the “Property”; the stockholders for whose
benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders
and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $8,400,000, or $9,660,000 if the underwriters’ over-allotment option is exercised in full,
is attributable to deferred underwriting discounts and commissions that may become payable by the Company to the underwriters upon
the completion of an initial business combination (as described in the Prospectus, a “Business Combination”) (the “Deferred
Discount”); and


 






     


     


    

 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee.
The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust for the Beneficiaries
in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan
Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in the United
States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the
Company;


 


(b) Manage, supervise and administer the Trust
Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written instruction
of the Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the
conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as
amended, which invest only in direct U.S. government treasury obligations, as determined by the Company; the trustee may not invest
in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested
awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration during such periods;


 


(d) Collect and receive, when due, all principal,
interest or other income arising from the Property, which shall become part of the “Property,” as such term is used
herein;


 


(e) Promptly notify the Company and the Representatives
of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents
as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns
relating to assets held in the Trust Account;


 


(g) Participate in any plan or proceeding
for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written
statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 






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(i) Commence liquidation of the Trust Account
only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable,
signed on behalf of the Company by its Chief Executive Officer, or other authorized officer of the Company, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company
to pay its tax obligations (and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses,
if applicable), only as directed in the Termination Letter and the other documents referred to therein; or (y) the later of (1)
18 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance
with the Company’s Charter, if a Termination Letter has not been received by the Trustee prior to such date, in which case
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit
B and the Property in the Trust Account, including interest not previously released to the Company pursuant to pay its taxes
(less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed
to the Public Stockholders of record as of such date; provided further, that the Trustee has no obligation to monitor or question
the Company’s position that an allocation has been made for taxes payable;


 


(j) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw from
the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover
any tax obligation owed by the Company, which amount shall be delivered directly to the Company by electronic funds transfer or
other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however,
that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such
assets held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as there is
no reduction in the principal amount initially deposited in the Trust Account; provided, further, that if the tax to be paid is
a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax
bill from the State of Delaware for the Company and a written statement from the principal financial officer of the Company setting
forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned on the
Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall
distribute to the remitting brokers on behalf of Public Stockholders redeeming shares of the Common Stock the amount required to
pay redeemed shares of Common Stock from Public Stockholders; and


 


(l) Not make any withdrawals or distributions
from the Trust Account other than pursuant to Sections 1(i), (j), or (k) above.


 






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2. Agreements and Covenants of the Company.
The Company hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee hereunder
in writing, signed by the Company’s Chief Executive Officer or other authorized officer of the Company. In addition, except
with respect to its duties under Sections 1(i), (j), and (k) hereof, the Trustee shall be entitled to rely
on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable
care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall
promptly confirm such instructions in writing;


 


(b) Subject to the provisions of Section
4 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action,
suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any
way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on
the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of
such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage
the defense against such Indemnified Claim; provided, that the Trustee shall obtain the consent of the Company with respect to
the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate
in such action with its own counsel;


 


(c) Pay the Trustee an initial acceptance
fee, an annual fee and a transaction processing fee for each disbursement made as set forth on Schedule A hereto, which
fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not
be used to pay such fees unless the disbursements are made to the Company pursuant to Section 1(i) solely in connection
with the completion of a Business Combination. The Company shall pay the Trustee the initial acceptance fee and first year’s
fee at the consummation of the Offering and thereafter on the anniversary of the Effective Date. The Company shall not be responsible
for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided
in Section 2(b) hereof;


 


(d) In connection with any vote of the Company’s
stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in
the business of soliciting proxies and/or tabulating stockholder votes (which firm may be the Trustee) verifying the vote of the
Company’s stockholders regarding such Business Combination;


 


(e) In connection with the Trustee acting
as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give the Trustee disbursement instructions which
would be prohibited under this Agreement;


 






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(f) Within five business days after the Representatives,
on behalf of the underwriters in the Offering, exercises the over-allotment option (or any unexercised portion thereof) or such
over-allotment option expires, provide the Trustee with a notice in writing (with a copy to the Representatives) of the total amount
of the Deferred Discount;


 


(g) In the event the Company is entitled to
receive a tax refund on its tax obligation, and promptly after the amount of such refund is determined on a final basis, provide
the Trustee with notice in writing (with a copy to the Representatives) of the amount of such tax refund; and


 


(h) If the Company seeks to amend any provisions
of its Charter that would affect the substance or timing of the Company’s Public Stockholders’ ability to convert or
sell their shares to the Company in connection with a Business Combination or with respect to any other provisions relating to
the rights of holders of the Common Stock, (in each case, an “Amendment”), the Company will provide the Trustee with
a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution
of funds to Public Stockholders who exercise their conversion option in connection with such Amendment.


 


3. Limitations of Liability. The
Trustee shall have no responsibility or liability to:


 


(a) Take any action with respect to the Property,
other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(b) Institute any proceeding for the collection
of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of
the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and
the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c) Change the investment of any Property,
other than in compliance with Section 1 hereof;


 


(d) Refund any depreciation in principal of
any Property;


 


(e) Assume that the authority of any person
designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) To anyone else for any action taken or
omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except
for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected
in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee),
statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of
its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in
good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall
not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms
hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties
or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 






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(g) Verify the correctness of the information
set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken
by it is as contemplated by the Registration Statement;


 


(h) File local, state and/or federal tax returns
or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting
the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;


 


(i) Pay any taxes on behalf of the Trust Account
(it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be
paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j));


 


(j) Imply obligations, perform duties, inquire
or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set
forth herein; and


 


(k) Verify calculations, qualify or otherwise
approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereof.


 


4. Trust Account Waiver. The Trustee
has 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.
In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Sections
2(b) or (c) hereof, the Trustee 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.


 


5. Termination. This Agreement shall
terminate as follows:


 


(a) If the Trustee gives written notice to
the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the
Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within ninety days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
from any liability whatsoever; or


 






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(b) At such time that the Trustee has completed
the liquidation of the Trust Account in accordance with the provisions of Section 1(i) hereof and distributed the Property
in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account.
The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
will rely upon all information supplied to it by the Company, including account names, account numbers, and all other identifying
information relating to a beneficiary, beneficiary’s bank or intermediary bank. Except for any liability arising out of the
Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense
resulting from any error in the information or transmission of the funds.


 


(b) This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), (j),
(k), and (l) hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five
percent (65%) or more of the then issued and outstanding shares of Common Stock and Class B common stock, par value $0.0001 per
share, of the Company voting together as a single class; provided that no such amendment will affect any Public Stockholder who
has properly elected to redeem his, her or its shares of Common Stock in connection with a stockholder vote to amend this Agreement
that would affect the substance or timing of the Company’s obligation to redeem 100% of its Common Stock if the Company does
not complete its initial Business Combination within the time frame specified in the Company’s Charter or with respect to
any other provisions relating to the rights of holders of the Common Stock), this Agreement or any provision hereof may only be
changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) The parties hereto consent to the jurisdiction
and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes
hereunder.


 






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(e) Any notice, consent or request to be given
in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery, facsimile transmission or by electronic
mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

E-mail: fwolf@continentalstock.com

E-mail: cgonzalez@continentalstock.com


 


if to the Company, to:


Rotor Acquisition Corp.

c/o Graubard Miller


405 Lexington Avenue


New York, New York 10174

Attn: Brian D. Finn

E-mail: finnbriand@gmail.com


 


in either case with a copy to:


 


Graubard Miller


405 Lexington Avenue


New York, New York 10174


Attn: David Miller, Esq.


		Jeffrey	Gallant, Esq.



		E-mail:	dmiller@graubard.com



		 	jgallant@graubard.com



 


and:


 


Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

Attn: Niron Stabinsky

E-mail: niron.stabinsky@credit-suisse.com


 


with a copy to:


 


Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attn: Derek J. Dostal, Esq.


		Deanna	L. Kirkpatrick, Esq.



		E-mail:	derek.dostal@davispolk.com



		 	deanna.kirkpatrick@davispolk.com



 


(f) No party to this Agreement may assign
its rights or delegate its obligations hereunder without the prior consent of the other person or entity.


 






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(g) Each of the Trustee and the Company hereby
represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective
obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against
the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(h) This Agreement is the joint product of
the Company and the Trustee and each provision hereof has been subject to the mutual consultation, negotiation and agreement of
such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one
and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute
valid and sufficient delivery thereof.


 


(j) Each of the Company and the Trustee hereby
acknowledges and agrees that the Representatives, on behalf of the several underwriters, are third party beneficiaries of this
Agreement.


 


(k) Except as specified herein, no party to
this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	
        
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 	 
	 	By:	/s/ Francis Wolf
	 		Name:	Francis Wolf
	 		Title:	Vice President


 


	 	ROTOR ACQUISITION CORP.
	 	 	 	 
	 	By:	/s/ Brian D. Finn
	 		Name:	Brian D. Finn
	 		Title:	Chief Executive Officer


 


[Signature
Page to Investment Management Trust Agreement]


 




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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of Offering by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j), and (k)	 	Billed to Company following disbursement made to Company under Section 1(i), (j), and (k)	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 




    Schedule A


     


    

 


EXHIBIT A


 


[Letterhead of Company]

[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account Termination Letter


 


Dear Mr. Wolf & Ms. Gonzalez


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Rotor Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company (“Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise you that the
Company has entered into an agreement with [●] (“Target Business”) to complete a business combination with Target
Business (the “Business Combination”) on or about [●]. The Company shall notify you at least seventy-two (72)
hours in advance of the actual date of the completion of the Business Combination (the “Completion Date”). Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate the Trust Account investments and to transfer the proceeds to the above-referenced
account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Completion Date, all of funds held in the Trust Account will
be immediately available for transfer to the account or accounts that the Company shall direct on the Completion Date. It is acknowledged
and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest
or dividends.


 


On the Completion Date (i) counsel for the
Company shall deliver to you written notification that the Business Combination has been completed, (ii) the Company shall deliver
to you (a) a certificate by the Chief Executive Officer and Secretary which verifies the vote of the Company’s stockholders
in connection with the Business Combination and (b) written instructions with respect to the transfer of the funds held in the
Trust Account (“Instruction Letter”) and (iii) the Representatives shall deliver to you written instructions for delivery
of the Deferred Discount. You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon
your receipt of the counsel’s letter and the Instruction Letter, (x) to the Representatives in an amount equal to the Deferred
Discount as directed by the Representatives and (y) the remainder in accordance with the terms of the Instruction Letter. In the
event that certain deposits held in the Trust Account may not be liquidated by the Completion Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed
after the Completion Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated.


 


In the event that the Business Combination
is not completed on the Completion Date described in the notice thereof and the Company has not notified you on or before the original
Completion Date of a new Completion Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the
Completion Date as set forth in the notice.


 


	
         
	Very truly yours,
	 	 	 	 
	 	ROTOR ACQUISITION CORP.
	 	 	 	 
	 	By:	 
	 	 	Name:  	 
	 	 	Title:  	 


 


cc: Credit Suisse Securities (USA) LLC


 




    A-2


     


    

 


EXHIBIT B


 


[Letterhead of Company]

[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account Termination Letter


 


Dear Mr. Wolf & Ms. Gonzalez


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Rotor Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise you that
the Company has been unable to effect a business combination within the time frame specified in the Company’s amended and
restated certificate of incorporation, as described in the Company’s prospectus relating to its initial public offering of
securities. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate the Trust Account investments, and to transfer the total proceeds to the trust
operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected as
the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation
proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the
trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute
said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the amended
and restated certificate of incorporation of the Company. Upon the distribution of all the funds in the trust account, your obligations
under the Trust Agreement shall be terminated.


 


	
         
	Very truly yours,
	 	 	 
	 	ROTOR ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  


 


cc: Credit Suisse Securities (USA) LLC


 




    B-3


     


    

 


EXHIBIT C


 


[Letterhead of Company]

[insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account - Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf & Ms. Gonzalez


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between Rotor Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company, dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company
$[●] of the interest income earned on the Property as of the date hereof.


 


The Company needs such funds to pay its
tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire
transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	
         
	Very truly yours,
	 	 	 	 
	 	ROTOR ACQUISITION CORP.
	 	 	 	 
	 	By:	 
	 	 	Name:  	 
	 	 	Title:  	 


 


cc: Credit Suisse Securities (USA) LLC


 




    C-1


     


    

 


EXHIBIT D


 


[Letterhead of Company]

[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account - Extension Notification/Redemption Withdrawal
Instruction Letter


 


Dear Mr. Wolf & Ms. Gonzalez


 


Reference is made to the Investment Management
Trust Agreement between Rotor Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company,
dated as of [●], 2021 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall
have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section 1(k) of the Trust Agreement,
this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[●] of the proceeds of the
Trust Account to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution to the stockholders that have requested
conversion of their shares in connection with such Amendment.


 


	 	Very truly yours,



	 	 	 
	 	ROTOR ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  


 


cc: Credit Suisse Securities (USA) LLC


 


 


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