20,000,000 Units Rotor Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 30th, 2020 • Rotor Acquisition Corp. • Blank checks • New York
SARCOS TECHNOLOGY AND ROBOTICS CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2021 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of September 24, 2021, and is between Sarcos Technology and Robotics Corporation, a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2020 • Rotor Acquisition Corp. • Blank checks • New York
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.
24,000,000 Units Rotor Acquisition Corp. UNDERWRITING AGREEMENTRotor Acquisition Corp. • January 20th, 2021 • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 20th, 2021 • Rotor Acquisition Corp. • Blank checks • New York
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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 20th, 2021 • Rotor Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of January 14, 2021 (“Agreement”), by and between Rotor Acquisition Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 20th, 2021 • Rotor Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of January __, 2021 between Rotor Acquisition Corp., a Delaware corporation (the “Company”), Rotor Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and [BlackRock Entity] (the “Purchaser”).
Rotor Acquisition Corp. c/o Graubard Miller New York, New York 10174 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 30th, 2020 • Rotor Acquisition Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Rotor Acquisition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised 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 exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 20th, 2021 • Rotor Acquisition Corp. • Blank checks • New York
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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 6th, 2021 • Rotor Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 5th day of April, 2021, by and among Rotor Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”).
WARRANT AGREEMENT between ROTOR ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 14, 2021Warrant Agreement • January 20th, 2021 • Rotor Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 14, 2021, is by and between Rotor Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Rotor Acquisition Corp. c/o Graubard Miller New York, New York 10174 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 30th, 2020 • Rotor Acquisition Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Rotor Acquisition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised 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 exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
SARCOS CORP. EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2024 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Utah
This Employment Agreement (the “Agreement”) is entered into as of March 5, 2024 (the “Effective Date”) by and between Sarcos Corp. (the “Company”), Sarcos Technology and Robotices Corporation (“Parent”) and Trevor Thatcher (“Executive” and, together with the Company and Parent, the “Parties”).
SARCOS TECHNOLOGY AND ROBOTICS CORPORATION RESTRICTED STOCK AWARD AGREEMENT NOTICE OF RESTRICTED STOCK GRANTRestricted Stock Award Agreement • February 28th, 2024 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Delaware
Unless otherwise defined herein, the terms defined in the Sarcos Technology and Robotics Corporation 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement which includes the Notice of Restricted Stock Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
Registration Rights AgreementAddendum Agreement • April 6th, 2021 • Rotor Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of ____________, 2021, by and among Sarcos Technology and Robotics Corp. (f/k/a Rotor Acquisition Corp.), a Delaware corporation (the “Company”), Rotor Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature page attached hereto (together with any person or entity who hereafter becomes a party pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”). All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreement and Plan of Merger, dated as of April 5, 2021, by and among the Company, Rotor Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Sarcos Corp., a Utah corporation (“Sarcos”) (as amended or supplemented from time to time in accordance with the terms thereof, the “Merger Agreement”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • October 4th, 2023 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • California
This Separation Agreement and Release (“Agreement”) is entered into on the last date indicated on the signature page hereof by and between Kristi Martindale (“Employee”) and Sarcos Corp. (the “Company”) (collectively, Employee and the Company referred to as the “Parties” or individually referred to as a “Party”), and which will become effective as set forth below.
EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2024 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Utah
This Employment Agreement (the “Agreement”) is entered into as of January 17, 2024 by and among Sarcos Corp. (the “Company”), Sarcos Technology and Robotics Corporation, the Company’s parent corporation (“Parent”) and Benjamin G. Wolff (“Executive” and, together with the Company and Parent, the “Parties”).
SARCOS CORP. EMPLOYMENT AGREEMENTSarcos Corp. Employment Agreement • February 28th, 2024 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Utah
This Employment Agreement (the “Agreement”) is entered into as of January 30, 2023 (the “Effective Date”) by and between Sarcos Corp. (the “Company”), Sarcos Technology and Robotics Corporation, the Company’s parent corporation (“Parent”) and Stephen Sonne (“Executive” and, together with the Company and Parent, the “Parties”).
Lease AgreementLease Agreement • September 30th, 2021 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Utah
THIS LEASE AGREEMENT (this “Lease”) is made and entered into effective 21 July 2015, by and between B.F. ENTERPRISES, LLC, a Utah limited liability company whose address is 1948 East Michigan Avenue, Salt Lake City, Utah 84108 (“Landlord”), and SARCOS CORP., a Utah corporation whose address is 2458 Promontory Drive, Salt Lake City, UT 84109 (“Tenant”).
LOCK-UP AGREEMENTLock-Up Agreement • April 6th, 2021 • Rotor Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2021 by and among (i) Rotor Acquisition Corp., a Delaware corporation (together with its successors, “Rotor”), (ii) Sarcos Corp., a Utah corporation (“Sarcos”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • March 29th, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2022 (the “Effective Date”) by and between Sarcos Technology and Robotics Corporation (“STRC”), a Delaware corporation (together with its successors, “STRC”) and the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • March 26th, 2024 • Palladyne AI Corp. • General industrial machinery & equipment, nec • California
This Separation Agreement and Release (“Agreement”) is entered into on the last date indicated on the signature page hereof by and between Andrew Hamer (“Employee”) and Sarcos Corp. (the “Company”) (collectively, Employee and the Company referred to as the “Parties” or individually referred to as a “Party”), and which will become effective as set forth below.
TRANSITION AGREEMENTTransition Agreement • October 21st, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Utah
This Transition Agreement (“Agreement”) is entered into by and between Sarcos Corp. (“Sarcos” or the “Company”), a wholly-owned subsidiary of Sarcos Technology and Robotics Corporation (“Parent”), and Steven Hansen (“Employee”) (collectively “Parties”) to set forth the terms and conditions of Employee’s separation from Sarcos.
WAIVER AGREEMENTWaiver Agreement • April 6th, 2021 • Rotor Acquisition Corp. • Blank checks • Delaware
This WAIVER AGREEMENT (the “Waiver Agreement”), dated as of April 5, 2021, is entered into by and among Rotor Sponsor LLC, a Delaware limited liability company (“Sponsor”), Rotor Acquisition Corp., a Delaware corporation (“Acquiror”), and certain holders of Class B Common Stock in Acquiror listed in the signature page hereto (“Class B Stockholders”). Capitalized terms used but not defined herein shall have such meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 30th, 2021 • Rotor Acquisition Corp. • General industrial machinery & equipment, nec • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”), dated as of August 28, 2021 is by and among Rotor Acquisition Corp., a Delaware corporation (“Rotor”), Rotor Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of Rotor (“Merger Sub”), and Sarcos Corp., a Utah corporation (the “Company”) (collectively, the “Parties” and each, a “Party”). Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have respective meanings ascribed to such terms in the Merger Agreement (as defined below).
To: Kristi MartindaleSarcos Technology & Robotics Corp • August 9th, 2023 • General industrial machinery & equipment, nec
NONCOMPETITION AND NONSOLICITATION AGREEMENTNoncompetition and Nonsolicitation Agreement • April 27th, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Delaware
This NONCOMPETITION AND NONSOLICITATION AGREEMENT (the “Agreement”) is entered into as of March 27, 2022 by and between Spiral Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), Spiral Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), Sarcos Technology and Robotics Corporation (“Parent,” and together with Merger Sub I and Merger Sub II, the “Acquiror”) and Jorgen Pedersen, an individual resident of Pennsylvania (the “Key Holder”).
SARCOS CORP. PROMOTION AGREEMENTPromotion Agreement • May 11th, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec
On behalf of Sarcos Corp. ("Sarcos"), I am pleased to provide you with the following change of position & salary. Your new position/title will be Chief Technology Officer. Your new leader and person to report to will be Kiva Allgood, CEO of Sarcos. This is a Full-Time, Salary, Exempt position and will require you to dedicate your full-time attention to fulfill your designated time, duties, and obligations to Sarcos.
SARCOS CORP. EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Pennsylvania
This Employment Agreement (the “Agreement”) is entered into as of the date on the signature page and is effective as of the Closing (as defined below) (the “Effective Date”) by and between Sarcos Corp. (the “Company”), Sarcos Technology and Robotics Corporation, the Company’s parent corporation (“Parent”), and Jorgen Pedersen (“Executive” and together with the Company and Parent, the “Parties”).
LOCK-UP AGREEMENTLock-Up Agreement • April 6th, 2021 • Rotor Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2021 by and among (i) Rotor Acquisition Corp., a Delaware corporation (together with its successors, “Rotor”), (ii) Sarcos Corp., a Utah corporation (“Sarcos”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
SARCOS TECHNOLOGY AND ROBOTICS CORPORATION REDEMPTION RIGHTS AGREEMENTRedemption Rights Agreement • April 27th, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Pennsylvania
This REDEMPTION RIGHTS AGREEMENT (this “Agreement”) is made as of April 25, 2022, by and between Sarcos Technology and Robotics Corporation, a Delaware corporation (the “Buyer”) and Jorgen Pedersen (the “Executive”). Capitalized terms used in this Agreement and not otherwise defined herein will have the meanings ascribed to such terms in the Acquisition Agreement (as defined below).
AGREEMENT AND PLAN OF REORGANIZATION by and among SARCOS TECHNOLOGY AND ROBOTICS CORPORATION, SPIRAL MERGER SUB I, INC., SPIRAL MERGER SUB II, LLC, RE2, INC. AND DRAPER TRIANGLE VENTURES III, LP, as Stockholder Representative March 27, 2022Agreement and Plan of Reorganization • March 29th, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of March 27, 2022, by and among Sarcos Robotics and Technology Corporation, a Delaware corporation (“Parent”), Spiral Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Spiral Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), RE2, Inc., a Pennsylvania corporation (the “Company”), and Draper Triangle Ventures III, LP, a Delaware Limited Partnership, solely in its capacity as the agent for and on behalf of the Stockholders under this Agreement (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to such terms in Annex A.
ROTOR ACQUISITION CORP. c/o Graubard Miller 405 Lexington Ave, 11th Floor New York, New York 10174Rotor Acquisition Corp. • December 30th, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Rotor Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Graubard Miller shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 405 Lexington Avenue, 11th Floor, New York, New York 10174 (or any successor location) free of charge.
ROTOR ACQUISITION CORP.Rotor Acquisition Corp. • January 20th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Rotor Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Graubard Miller shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 405 Lexington Avenue, 11th Floor, New York, New York 10174 (or any successor location) free of charge.
REGISTRATION RIGHTS AGREEMENTAddendum Agreement • March 29th, 2022 • Sarcos Technology & Robotics Corp • General industrial machinery & equipment, nec • Delaware
This Registration Rights Agreement (the “Agreement”) is made and entered into as of March 27, 2022 by and among Sarcos Technology and Robotics Corporation, a Delaware corporation (the “Company”), the Stockholders identified on Schedule A hereto who sign this Agreement or a Joinder Agreement (each, a “Stockholder” and together, the “Stockholders”) and Draper Triangle Ventures III, LP (the “Stockholder Representative”), solely in its capacity as the agent for and on behalf the Stockholders. Capitalized terms used herein have the respective meanings ascribed thereto in the Merger Agreement (as defined below) unless otherwise defined herein. This Agreement shall only be effective as of the date of the Closing (the “Closing Date”) and if the Merger Agreement shall terminate in accordance with Article VIII (Termination) of the Merger Agreement, this Agreement shall immediately terminate, without the consent of any of the parties hereto, and be of no further force or effect.
