Exhibit
10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 14, 2021, by Rotor Acquisition
Corp., a Delaware corporation (the “Company”), Rotor Sponsor LLC, a Delaware limited liability company
(the “Sponsor”) and the other entities listed on the signature page attached hereto (together with any
person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder”
and collectively, the “Holders”).


 


WHEREAS,
the Holders owns an aggregate of 6,900,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the
“Founder Shares”) of the Company;


 


WHEREAS,
the Founder Shares will automatically convert into shares of the Company’s Class A common stock, par value $0.0001 per share
(the “Common Stock”), at the time of the initial Business Combination on a one-for-one basis, subject
to adjustment, on the terms and conditions provided in the Company’s second amended and restated certificate of incorporation,
as the same may be amended from time to time;


 


WHEREAS,
the Sponsor and certain of the Holders have agreed to purchase 6,550,000 Private Placement Warrants (or up to 7,270,000 Private
Placement Warrants if the over-allotment option in connection with the Company’s initial public offering is exercised in
full) in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering;
and


 


WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain
registration rights with respect to certain securities of the Company, as set forth in this Agreement;


 


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


 


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


 


“Adverse
Disclosure” is defined in Section 3.6.


 


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


 


“Board”
is defined in Section 3.1.1.


 


“Business
Combination” means the acquisition of direct or indirect ownership through a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or other similar type of transaction, of one or more businesses or entities.


 


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


 






     


     


    

 


“Common
Stock” is defined in the preamble to this Agreement.


 


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


 


“Demand
Registration” is defined in Section 2.1.1.


 


“Demanding
Holder” is defined in Section 2.1.1.


 


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


 


“Form
S-3” is defined in Section 2.3.


 


“Founder
Shares” is defined in the preamble to this Agreement and include the shares of Common Stock issuable upon conversion
thereof.


 


“Founder
Shares Lock-up Period” means, with respect to the Founder Shares, the period ending on the earlier of (A) one year
after the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination, (x) if
the closing price of the shares of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation,
merger, capital stock exchange or other similar transaction that results in all of the Company’s public stockholders having
the right to exchange their shares of Common Stock for cash, securities or other property.


 


“Holders”
shall have the meaning given in the preamble.


 


“Holder
Indemnified Party” is defined in Section 4.1.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Insider
Letter” shall mean those certain letter agreements, dated as of January 14, 2021, by and among the Company, the
Sponsor and each of the Company’s officers and directors.


 


“majority-in-interest
of the Demanding Holders” shall mean a majority in interest of the Demanding Holders.


 


“Maximum
Number of Shares” is defined in Section 2.1.4.


 


“Misstatement”
is defined in Section 3.1.12.


 


“Notices”
is defined in Section 5.3.


 






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“Permitted
Transferees” means a person or entity to whom a Holder is permitted to transfer Registrable Securities prior to
the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider
Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.


 


“Piggy-Back
Registration” is defined in Section 2.2.1.


 


“Private
Placement Lock-up Period” means, with respect to Private Placement Warrants that are held by the initial purchasers
or their Permitted Transferees, and any of the shares of Common Stock issued or issuable upon the exercise or conversion of the
Private Placement Warrants and that are held by the initial purchasers or their Permitted Transferees, the period ending 30 days
after the completion of the Company’s initial Business Combination.


 


“Private
Placement Warrants” means the warrants being purchased privately by certain of the Holders simultaneously with the
consummation of the Company’s initial public offering (including to a certain extent in connection with the consummation
of the Underwriters’ over-allotment option related thereto).


 


“Pro
Rata” is defined in Section 2.1.4.


 


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


 


“Registrable
Securities” mean (i) all of the shares of Common Stock issued or issuable upon the conversion of any Founder Shares,
(ii) all of the Private Placement Warrants (and shares of Common Stock issuable upon exercise thereof) and (iii) all of the Working
Capital Warrants (and Common Stock issuable upon exercise thereof). Registrable Securities include any warrants, shares of capital
stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement
of such Registrable Securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities
when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with and pursuant to such Registration
Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require Registration
under the Securities Act; or (c) such securities shall have ceased to be outstanding.


 


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


 






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“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


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


 


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


 


“Working
Capital Warrants” means the warrants held by the Sponsor, the officers or directors of the Company or their respective
affiliates which may be issued in repayment of working capital loans made to the Company.


 


2.
REGISTRATION RIGHTS.


 


2.1
Demand Registration.


 


2.1.1
Request for Registration. At any time and from time to time on or after the date that the Company completes a Business
Combination, the Holders of at least a majority in interest of the then issued and outstanding of Registrable Securities (the
Sponsor or such Holders, as the case may be, the “Demanding Holders”) may make a written demand for
Registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”).
Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be included in such Registration
and the intended method(s) of distribution thereof. The Company will within 10 days of the Company’s receipt of the Demand
Registration notify all Holders of the demand, and each Holder who wishes to include all or a portion of such Holder’s Registrable
Securities in a Registration pursuant to the Demand Registration (each such Holder including shares of Registrable Securities
in such Registration, a “Demanding Holder”) shall so notify the Company within 10 days after the receipt
by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification, the Demanding Holders
shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and
the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3)
Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.


 


2.1.2
Effective Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with
the Commission with respect to such Demand Registration has been declared effective by the Commission and the Company has complied
with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement
has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any
stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect
to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction
is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter affirmatively
elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five days of
such election; provided, further, that the Company shall not be obligated to file a second Registration Statement until the Registration
Statement that has been previously filed becomes effective or is subsequently terminated.


 






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2.1.3
Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and such Holders so advise the Company
as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand
Registration shall be in the form of an underwritten offering. In such event, the right of any Holder to include its Registrable
Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and
the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders
proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary
form with the Underwriter or Underwriters selected for such underwritten offering by the majority-in-interest of the Demanding
Holders initiating the Demand Registration.


 


2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to
a Demand Registration, in good faith, advises the Company and the Demanding Holders in writing that the dollar amount or number
of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common
Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which a Registration
has been requested pursuant to separate written contractual piggy-back registration rights held by other stockholders of the Company
who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such underwritten offering
without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of
such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”),
then the Company shall include in such underwritten offering, as follows: (i) the Registrable Securities as to which Demand Registration
has been requested by the Demanding Holders (pro rata based on the respective number of shares that each such Demanding Holder
has requested be included in such underwritten offering, regardless of the number of shares held by each such Demanding Holder
(such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum
Number of Shares; (ii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the
shares of Common Stock or other securities that the Company desires to sell for its own account that can be sold without exceeding
the Maximum Number of Shares; and (iii) to the extent that the Maximum Number of Shares have not been reached under the foregoing
clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons or entities that the Company
is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can
be sold without exceeding the Maximum Number of Shares.


 


2.1.5
Demand Registration Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten
offering or are not entitled to include all of their Registrable Securities in any underwritten offering, such majority-in-interest
of the Demanding Holders may elect to withdraw from such Registration by giving written notice to the Company and the Underwriter
or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed underwritten
offering relating to a Demand Registration, then such Registration shall not count as a Demand Registration provided for in this
Section 2.1.


 






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2.2
Piggy-Back Registration.


 


2.2.1
Piggy-Back Rights. If at any time on or after the date the Company completes a Business Combination the Company proposes
to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for
the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation,
pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or
other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders,
(iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan,
then the Company shall (x) give written notice of such proposed filing to the Holders as soon as practicable but in no event less
than seven days before the anticipated filing date of such Registration Statement, which notice shall describe the amount and
type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing
Underwriter or Underwriters, if any, of the offering, and (y) offer to the Holders in such notice the opportunity to register
the sale of such number of shares of Registrable Securities as such Holders may request in writing within five days following
receipt of such notice (such Registration, a “Piggy-Back Registration”). The Company shall, in good
faith, cause such Registrable Securities to be included in such Piggy-Back Registration and shall use its best efforts to cause
the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by
the Holders pursuant to this Subsection 2.2.1 to be included in a Piggy-Back Registration on the same terms and conditions
as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. All Holders proposing to distribute their Registrable
Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement
in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.


 


2.2.2
Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the Holders in writing that the dollar amount or number of shares of Common Stock which the Company
desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant
to separate written contractual arrangements with persons or entities other than the Holders hereunder, (ii) the Registrable Securities
as to which Registration has been requested under this Section 2.2, and (iii) the shares of Common Stock, if any, as to
which Registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders
of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such Registration:


 






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


 


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


 


2.2.3
Withdrawal. Any Holder may elect to withdraw such Holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Piggy-Back Registration. The Company (whether on its own
determination or as the result of a request for withdrawal by persons making a demand pursuant to written contractual obligations)
may withdraw a Registration Statement filed with the Commission in connection with a Piggy-Back Registration at any time prior
to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
by the Holders in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.2.4
Unlimited Piggy-Back Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2
hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 






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2.3
Registrations on Form S-3. The Holders of at least 50% of the number of Registrable Securities may at any time and from
time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3
or any similar short-form Registration Statement which may be available at such time (“Form S-3”); provided,
however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such
written request, the Company will promptly give written notice of the proposed Registration to all other Holders, and each Holder
who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration shall so
notify the Company, in writing, within 5 days after the receipt by the Holder of the notice from the Company, and, as soon as
practicable thereafter but not more than 10 days after the Company’s initial receipt of such written request for a registration,
effect the registration of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified
in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of
any other Holder or Holders joining in such request; provided, however, that the Company shall not be obligated to effect any
such registration pursuant to this Section 2.3 if: (i) Form S-3 is not available for such offering or the Company is not
eligible to use Form S-3; or (ii) the Holders, together with the holders of any other securities of the Company entitled to inclusion
in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the
public of less than $20,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations
effected pursuant to Section 2.1.


 


2.4
Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date
of, the Company initiated a Registration and provided that the Company has delivered written notice to the Holders prior to receipt
of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts
to cause the applicable Registration Statement to become effective; (B) the Holders have requested an underwritten Registration
and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in
the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as
a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall
furnish to such Holders a certificate signed by the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer
or Corporate Secretary of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to
the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing
of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more
than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any
12-month period.


 


3.
REGISTRATION PROCEDURES.


 


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


 






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3.1.1
Filing Registration Statement. The Company shall, as expeditiously as possible and in any event within 60 days after receipt
of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement
on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall
be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s)
of distribution thereof, and shall use its best efforts to cause such Registration Statement to become and remain effective for
the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration
for up to 90 days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration
to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the Holders a certificate signed by
the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company (the
“Board”), it would be materially detrimental to the Company and its shareholders for such Registration
Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right
set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.


 


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


 


3.1.3
Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective
amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable
Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s)
of distribution set forth in such Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days
plus any period during which any such disposition is interfered with by any stop order or injunction of the Commission or any
governmental agency or court) or such securities have been withdrawn.


 






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


 


3.1.5
Securities Laws Compliance. Prior to any public offering of Registrable Securities, the Company shall use its best efforts
to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue
sky” laws of such jurisdictions in the United States as the Holders whose Registrable Securities are included in such Registration
Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable
Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities or securities
exchanges, including the New York Stock Exchange, as may be necessary by virtue of the business and operations of the Company
and do any and all other acts and things that may be necessary or advisable to enable the Holders whose Registrable Securities
are included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify or take any action to which it would be subject to general service of process or to taxation
in any such jurisdiction where it is not then otherwise so subject.


 


3.1.6
Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting
agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition
of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which
are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the
Holders whose Registrable Securities are included in such Registration Statement. No Holder whose Registrable Securities are included
in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement except,
if applicable, with respect to such Holder’s organization, good standing, authority, title to Registrable Securities, lack
of conflict of such sale with such Holder’s material agreements and organizational documents, and with respect to written
information relating to such Holder that such Holder has furnished in writing expressly for inclusion in such Registration Statement.


 






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3.1.7
Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal
accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in
any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the
Registration Statement with respect to such offering and all other offering materials and related documents, and participation
in meetings with Underwriters, attorneys, accountants and potential investors.


 


3.1.8
Records. The Company shall make available for inspection by the Holders whose Registrable Securities are included in such
Registration Statement, any Underwriter participating in any disposition pursuant to such Registration Statement and any attorney,
accountant or other professional retained by any Holder whose Registrable Securities are included in such Registration Statement
or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be
reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors
and employees to supply all information reasonably requested by any of them in connection with such Registration Statement.


 


3.1.9
Opinions and Comfort Letters. (i) The Company shall, on the date the Registrable Securities are delivered for sale pursuant
to a Registration, obtain an opinion and negative assurance letter, dated such date, of counsel representing the Company for the
purposes of such Registration, addressed to the Holders thereof, the placement agent or sales agent, if any, and the Underwriters,
if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as such Holders,
placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative
assurance letters, and reasonably satisfactory to a majority-in-interest of the participating Holders. (ii) The Company shall
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event that
a Registration is an underwritten offering, in customary form and covering such matters of the type customarily covered by “cold
comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest
of the participating Holders.


 


3.1.10
Listing. The Company shall use its best efforts to cause all Registrable Securities included in any Registration to be
listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are
then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the Holders
of a majority-in-interest of the Registrable Securities included in such Registration.


 


3.1.11
Transfer Agent. The Company shall provide a transfer agent or warrant agent, as applicable, and registrar for all such
Registrable Securities no later than the effective date of the Registration Statement.


 


3.1.12
Misstatements. The Company shall notify the Holders at any time when a prospectus relating to such Registration Statement
is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included
in such Registration Statement, as then in effect, includes an untrue statement of a material fact or an omission to state a material
fact required to be stated in a Registration Statement or prospectus, or necessary to make the statements therein in the light
of the circumstances under which they were made not misleading (a “Misstatement”), and then to correct
such Misstatement.


 






    11


     


    

 


3.1.13
Road Show. If the Registration involves Registrable Securities involving gross proceeds in excess of $25,000,000, use its
reasonable efforts to make available senior executives of the Company to participate in customary “road show” and
analyst or investor presentations and such other selling or other informational meetings organized by the Underwriter that may
be reasonably requested by the Underwriter in any underwritten offering, with all out-of-pocket costs and expenses incurred by
the Company or such officers in connection with such attendance and participation to be paid by the Company.


 


3.1.14
FINRA. The Company shall cooperate with each Underwriter participating in the disposition of such Registrable Securities
and Underwriters’ counsel in connection with any filings required to be made with The Financial Industry Regulatory Authority,
Inc., including using commercially reasonable efforts to obtain pre-clearance and pre-approval of the Registration Statement and
applicable prospectus upon filing with the Commission.


 


3.1.15
Certificated Securities. The Company shall, in the case of certificated Registrable Securities, cooperate with the Holders
and the managing Underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing
Registrable Securities to be sold after receiving written representations from the Holders participating in such offering that
the Registrable Securities represented by the certificates so delivered by such Holders will be transferred in accordance with
the Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as
such Holders or managing Underwriters may reasonably request at least two business days prior to any sale of such Registrable
Securities.


 


3.1.16
Further Assurances. The Company shall otherwise, in good faith, cooperate reasonably with, and take such customary actions
as may reasonably be requested by the Holders, in connection with such Registration.


 


3.2
Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind
described in Section 3.1.4(iv), or, in the case of a resale Registration on Form S-3 pursuant to Section 2.3 hereof,
upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Board, of the ability
of all “insiders” covered by such program to transact in the Company’s securities because of the existence of
material non-public information, each Holder whose Registrable Securities are included in any Registration shall immediately discontinue
disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such
Holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability
of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the
Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s
possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.


 






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3.3
Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration
pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any Registration on Form S-3 effected
pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement,
whether or not the Registration Statement becomes effective, including, without limitation: (i) all Registration and filing fees
and fees of any securities exchange on which Registrable Securities are then listed; (ii) fees and expenses of compliance with
securities or “blue sky” laws (including fees and disbursements of counsel for the Underwriters in connection with
blue sky qualifications of the Registrable Securities); (iii) printing, messenger, telephone and delivery expenses; (iv) the Company’s
internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses
incurred in connection with the listing of the Registrable Securities as required by Section 3.1.10; (vi) Financial Industry
Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified
public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort
letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company
in connection with such Registration; and (ix) the fees and expenses of one legal counsel selected by the Holders of a majority-in-interest
of the Registrable Securities included in such Registration. The Company shall have no obligation to pay any underwriting discounts
or selling commissions attributable to the Registrable Securities being sold by the Holders thereof, which underwriting discounts
or selling commissions shall be borne by such Holders. Additionally, in an underwritten offering, all selling shareholders and
the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling
in such offering.


 


3.4
Information. The Holders shall provide such information as may reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the Registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in
connection with the Company’s obligation to comply with federal and applicable state securities laws.


 


3.5
Requirements for Participation in Underwritten Offerings. No person may participate in any underwritten offering for equity
securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell
such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes
and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, stock powers, underwriting agreements
and other customary documents as may be reasonably required under the terms of such underwriting arrangements.


 






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3.6
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement
or prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until
it has received copies of a supplemented or amended prospectus correcting the Misstatement (it being understood that the Company
hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until
it is advised in writing by the Company that the use of the prospectus may be resumed. If the filing, initial effectiveness or
continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse
Disclosure (as defined below) or would require the inclusion in such Registration the statement of financial statements that are
unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice
of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for
the shortest period of time, but in no event more than 30 days, determined in good faith by the Company to be necessary for such
purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately
upon their receipt of the notice referred to above, their use of the prospectus relating to any Registration in connection with
any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period
during which it exercised its rights under this Section 3.6. “Adverse Disclosure” shall mean
any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to
be made in any Registration Statement or prospectus in order for the applicable Registration Statement or prospectus not to contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in
the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,
(ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has
a bona fide business purpose for not making such information public.


 


3.7
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within
the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a)
or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company
further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from
time to time to enable such Holder to sell the shares of Common Stock held by such Holder without Registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (to the extent such exemptions
are applicable to the Company), as such rules may be amended from time to time, or any similar rule or regulation hereafter adopted
by the Commission, including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder
a written certification of a duly authorized officer as to whether it has complied with such requirements.


 






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4.
INDEMNIFICATION AND CONTRIBUTION.


 


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


 


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


 






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


 


4.4
Contribution.


 


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


 






    16


     


    

 


4.4.2
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred
to in the immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party as a result of any loss,
claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no Holder shall be required to
contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions
or taxes) actually received by such Holder from the sale of Registrable Securities which gave rise to such contribution obligation.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation.


 


4.5
Survival. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified
Party and shall survive the transfer of securities.


 


5.
MISCELLANEOUS.


 


5.1
Other Registration Rights. The Company represents and warrants that no person, other than a Holder has any right to require
the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital
stock in any Registration filed by the Company for the sale of shares of capital stock for its own account or for the account
of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights
agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements
and this Agreement, the terms of this Agreement shall prevail.


 


5.2
Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder
may not be assigned or delegated by the Company in whole or in part, other than with the written consent of Holders representing
at least 50% of the Registrable Securities. Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement
Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this
Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee
but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. This Agreement
and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and the permitted assigns
of the Holder or of any assignee of the Holder, which shall include Permitted Transferees. This Agreement is not intended to confer
any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this
Section 5.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be
binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and
(ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment
made other than as provided in this Section 5.2 shall be null and void.


 






    17


     


    

 


5.3
Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be
personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, addressed
as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall
be deemed given on the date of service or transmission if personally served; provided, that if such service or transmission is
not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice
otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a
reputable air courier service with an order for next-day delivery.


 


To
the Company:


 


Rotor
Acquisition Corp.

c/o Graubard Miller


405
Lexington Avenue


New
York, New York 10174


Attn:
Brian D. Finn, Chief Executive Officer


 


To
any Holder, at the address on file with the Company, to such Holder’s address as set forth in the books and records of the
Company.


 


5.4
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid
and enforceable.


 


5.5
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all
of which taken together shall constitute one and the same instrument.


 


5.6
Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments
delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between
the parties, whether oral or written.


 






    18


     


    

 


5.7
Modifications and Amendments. Upon the written consent of the Company and the Holders of at least sixty-six and two-thirds
percent (662⁄3%) of the Registrable Securities at the time in question, compliance with any of the provisions, covenants
and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or
modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects
one Holder, solely in its capacity as a Holder, in a manner that is materially different from the other Holders (in such capacity)
shall require the consent of the Holder so affected. No course of dealing between any Holders or the Company and any other party
hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement
shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights
or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies
hereunder or thereunder by such party.


 


5.8
Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the
construction of any provision of this Agreement.


 


5.9
Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right
to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such
party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach
or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained
shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained.
No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for
performance of any other obligations or acts.


 


5.10
Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed
or performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law,
whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term
or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take
any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under
this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other
right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


5.11
Governing Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect
to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.


 


5.12
Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action,
suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating
to this Agreement, the transactions contemplated hereby, or the actions of the Sponsor in the negotiation, administration, performance
or enforcement hereof.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    19


     


    

 


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


 


	 	ROTOR ACQUISITION CORP. 
	 	 	 	 
	 	By:	/s/ Amy Salerno 
	 		Name:
    	Amy Salerno 
	 		Title:	Chief Financial Officer 
	 	 	 	 
	 	HOLDERS:
	 	 	 	 
	 	ROTOR SPONSOR LLC
	 	 	 	 
	 	By:	/s/ Brian D. Finn 
	 		Name:	Brian D. Finn 
	 		Title:	Managing Member 


 


	 	BLACKROCK GLOBAL LONG/SHORT CREDIT FUND OF BLACKROCK FUNDS IV
	 	 	 	 
	 	By: BlackRock Advisors, LLC, its Investment Manager
	 	 	 	 
	 	 	/s/ Henry Brennan
	 	 	Name:	Henry Brennan
	 	 	Title:	Authorized Signatory


 


	 	MASTER TOTAL RETURN PORTFOLIO OF MASTER BOND LLC
	 	 	 	 
	 	By: BlackRock Financial Management, Inc., its Registered Sub-Advisor
	 	 	 	 
	 	 	/s/ Henry Brennan
	 	 	Name:	Henry Brennan
	 	 	Title:	Authorized Signatory


 


[Signature
Page to Registration Rights Agreement]


 




    20


     


    

 


	 	STRATEGIC INCOME OPPORTUNITIES BOND FUND
	 	 	 	 
	 	By: BlackRock Institutional Trust Company, NA, not in its individual capacity but as Trustee of the Strategic Opportunities Bond Fund
	 	 	 	 
	 	 	/s/ Henry Brennan 
	 	 	Name:  	Henry Brennan
	 	 	Title:  	Authorized Signatory


 


	 	BLACKROCK TOTAL RETURN BOND FUND
	 	 	 	 
	 	By: BlackRock Institutional Trust Company, NA, not in its individual capacity but as Trustee of the BlackRock Total Return Fund
	 	 	 	 
	 	 	/s/ Henry Brennan 
	 	 	Name:  	Henry Brennan
	 	 	Title:  	Authorized Signatory


 


	 	BLACKROCK GLOBAL ALLOCATION COLLECTIVE FUND
	 	 	 	 
	 	By: BlackRock Institutional Trust Company, NA, not in its individual capacity but as Trustee of the BlackRock Global Allocation Collective Fund
	 	 	 	 
	 	 	/s/ David Clayton 
	 	 	Name:  	David Clayton
	 	 	Title:  	Authorized Signatory


 


	 	BLACKROCK GLOBAL ALLOCATION PORTFOLIO OF BLACKROCK SERIES FUND, INC.
	 	 	 	 
	 	By: BlackRock Advisors, LLC, as Investment Advisor
	 	 	 	 
	 	 	/s/ David Clayton 
	 	 	Name:  	David Clayton
	 	 	Title:	Authorized Signatory 


 


[Signature
Page to Registration Rights Agreement]


 




    21


     


    

 


	 	BLACKROCK GLOBAL ALLOCATION V.I. FUND OF BLACKROCK VARIABLE SERIES FUNDS, INC.
	 	 	 	 
	 	By: BlackRock Advisors, LLC, as Investment Advisor
	 	 	 	 
	 	 	/s/ David Clayton 
	 	 	Name:	David Clayton
	 	 	Title:	Authorized Signatory 


 


	 	BLACKROCK GLOBAL ALLOCATION FUND, INC.
	 	 	 	 
	 	By: BlackRock Advisors, LLC, as Investment Advisor
	 	 	 	 
	 	 	/s/ David Clayton 
	 	 	Name:	David Clayton
	 	 	Title:	Authorized Signatory


 


	 	BLACKROCK STRATEGIC INCOME OPPORTUNITIES PORTFOLIO OF BLACKROCK FUNDS V
	 	 	 	 
	 	By: BlackRock Advisors, LLC, its Investment Manager
	 	 	 	 
	 	 	/s/ Henry Brennan 
	 	 	Name:  	Henry Brennan
	 	 	Title:  	Authorized Signatory


 


	 	BLACKROCK CAPITAL ALLOCATION TRUST
	 	 	 	 
	 	By: BlackRock Advisors, LLC, as Investment Advisor
	 	 	 	 
	 	 	/s/ David Clayton 
	 	 	Name:  	David Clayton
	 	 	Title:  	Authorized Signatory


 


[Signature
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	 	RIVERVIEW GROUP LLC
	 	 	 	 
	 	By: Integrated Holding Group LP, its Managing Member
	 	 	 	 
	 	By: Millennium Management LLC, its General Partner
	 	 	 	 
	 	 	/s/ Gil Raviv
	 	 	Name:	Gil Raviv
	 	 	Title:	Global General Counsel


 


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