Exhibit 10.1


 


PROMISSORY NOTE


 





	$145,000	As of May 11, 2021






 


Rotor Acquisition Corp. (“Maker”)
promises to pay to the order of Rotor Sponsor, LLC or his/its successors or assigns (“Holder”) the principal sum of
One Hundred Forty Five Thousand Dollars and No Cents ($145,000.00) in lawful money of the United States of America, on the terms and conditions
described below.


 


1.
Principal. The principal balance of this Note shall be repayable on the consummation of the Maker’s initial merger,
share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or
more businesses or entities (a “Business Combination”). Holder understands that if a Business Combination is not consummated,
this Note will not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Maker has funds available to
it outside of its trust account established in connection with its initial public offering.


 


2.
Interest. No interest shall accrue on the unpaid principal balance of this Note.


 


3.
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection
of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late
charges and finally to the reduction of the unpaid principal balance of this Note.


 


4.
Events of Default. The following shall constitute Events of Default:


 


(a)
Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following
the date when due.


 


(b)
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted
or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar
law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit
of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker
in furtherance of any of the foregoing.


 


(c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in
respect of maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal
or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 




    


     


    


 


5.
 Remedies.


 


(a)
Upon the occurrence of an Event of Default specified in Section 4(a), Holder may, by written notice to Maker, declare this Note
to be due and payable, whereupon the principal amount of this Note, and all other amounts payable thereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)
Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other
sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on
the part of Holder.


 


6.
Conversion. Upon consummation of a Business Combination, the Holder shall have the option, but not the obligation, to convert
the principal balance of this Note, in whole or in part at the option of the Holder, into warrants (“Warrants”) of
the Maker at a price of $1.00 per Warrant; provided, however, that the Holder shall be permitted to convert this Note only if the shareholders
of the Maker or the target business in any such Business Combination, whichever may be required in connection with such Business Combination,
have approved the issuance of the Warrants to the Holder if such approval is necessary under applicable law. The Warrants will be identical
to the “private warrants” (as such term is defined in the Maker’s final prospectus for its initial public offering,
dated January 14, 2021). As promptly as reasonably practicable after notice by Holder to Maker to convert the principal balance of this
Note, which must be made at least 24 hours prior to the consummation of the Business Combination, and after Holder’s surrender of
this Note, Maker shall have issued and delivered to Holder, without any charge to Holder, a certificate or certificates (issued in the
name(s) requested by Holder) for the number of Warrants of Maker issuable upon the conversion of this Note.


 


7.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice
of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted
by Holder under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale
under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees
that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon,
may be sold upon any such writ in whole or in part in any order desired by Holder.


 


8.
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,
or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any
other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Holder
with respect to the payment or other provisions of this Note, and agree that
additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder.


 




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9.
Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested,
(ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted
delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate
by notice in accordance with this Section:


 


If to Maker:





Rotor Acquisition Corp





405 Lexington Avenue





New York, NY 10174





Attn: Amy Salerno, Chief Financial Officer


 


If to Holder:





Rotor Sponsor, LLC





405 Lexington Avenue





New York, NY 10174





Attn: Brian Finn, Managing
Member


 


Notice shall be deemed given on the earlier of
(i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an
e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt,
or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.


 


10.
Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of
conflict of laws, of the State of Delaware.


 


11.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.


 




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IN WITNESS WHEREOF, Maker,
intending to be legally bound hereby, has caused this Note to be duly executed the day and year first above written.


 





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


 


 


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