INDEMNITY AGREEMENTIndemnity Agreement • February 11th, 2021 • Roth CH Acquisition III Co • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Roth CH Acquisition III Co., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2021 • Roth CH Acquisition III Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Roth CH Acquisition III Co., a Delaware corporation (the “Company”), and the undersigned parties listed under “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnity Agreement • March 8th, 2021 • Roth CH Acquisition III Co • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 2, 2021, by and between Roth CH Acquisition III Co., a Delaware corporation (the “Company”), and Aaron Gurewitz (“Indemnitee”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • February 16th, 2022 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of February 14, 2022, by and between QualTek Services Inc., a Delaware corporation (the “Company”), and [______], an individual (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • March 8th, 2021 • Roth CH Acquisition III Co • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of March 2, 2021, by and between Roth CH Acquisition III Co., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2021 • Roth CH Acquisition III Co • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 16, 2021 between Roth CH Acquisition III Co., a Delaware corporation (the “Company”), and each of the several Purchasers signatory hereto (each such Purchaser, a “Purchaser” and, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2021 • Roth CH Acquisition III Co • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 16, 2021 between Roth CH Acquisition III Co., a Delaware corporation (the “Company”), and each of the several subscribers signatory hereto (each such Subscriber, a “Subscriber” and, collectively, the “Subscribers”).
10,000,000 Units ROTH CH ACQUISITION III CO. UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2021 • Roth CH Acquisition III Co • Blank checks • New York
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE QUALTEK SERVICES INC. 2022 LONG-TERM INCENTIVE PLANNonqualified Stock Option Agreement • February 16th, 2022 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between QualTek Services Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the QualTek Services Inc. 2022 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
ROTH CAPITAL PARTNERS, LLC Newport Beach CA, 92660 CRAIG-HALLUM CAPITAL GROUP LLC Minneapolis, MN 55402 March 2, 2021Roth CH Acquisition III Co • March 8th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Roth CH Acquisition III Co., a Delaware corporation (“Company”), has requested Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (each an “Advisor” and together the “Advisors”) to assist it in connection with the Company’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-252044) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Roth CH Acquisition III Co. 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapolis, MN...Letter Agreement • March 8th, 2021 • Roth CH Acquisition III Co • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Roth CH Acquisition III Co., a Delaware corporation (the “Company”), and Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (the “Representatives”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and one-quarter 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 14 hereof.
SUPER-PRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION ABL CREDIT AND GUARANTY AGREEMENT dated as of May 25, 2023, among QUALTEK BUYER, LLC (f/k/a BCP QUALTEK BUYER, LLC), a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, as...Credit and Guaranty Agreement • July 13th, 2023 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 8th, 2021 • Roth CH Acquisition III Co • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of March 2, 2021 (“Agreement”), is by and among Roth CH Acquisition III Co., a Delaware corporation (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
TAX RECEIVABLE AGREEMENT by and among QualTek Services Inc., QualTek Holdco, LLC, BCP QualTek, LLC, as TRA HOLDER REPRESENTATIVE, the several TRA HOLDERS (as defined herein) and OTHER TRA HOLDERS FROM TIME TO TIME PARTY HERETO Dated as of February 14,...Tax Receivable Agreement • February 16th, 2022 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of February 14, 2022, is hereby entered into by and among QualTek Services Inc., a Delaware corporation (the “Corporation”), QualTek HoldCo, LLC, a Delaware limited liability company (the “LLC”), the TRA Holder Representative (as defined below), and each of the Purchase TRA Holders, the Exchange TRA Holders and the Blocker TRA Holders (each as defined below) from time to time party hereto (collectively, the “TRA Holders”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QUALTEK HOLDCO, LLC DATED AS OF FEBRUARY 14, 2022Limited Liability Company Agreement • February 16th, 2022 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time in accordance with the terms hereof, this “LLC Agreement”) of QualTek HoldCo, LLC, a Delaware limited liability company (the “Company”), is entered into as of February 13, 2022, by and among QualTek Services, Inc., a Delaware corporation (“PubCo”), as a Member and the Managing Member as of the date hereof, the Members set forth on Exhibit A hereto (the “Continuing Members”), the Members set forth on Exhibit B hereto (the “Noteholder Members”), and each other Person who is or at any time becomes a Member in accordance with the terms of this LLC Agreement and the Act. Capitalized terms used in this LLC Agreement shall have the respective meanings set forth in Section 1.1.
SUPER-PRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION TERM CREDIT AND GUARANTY AGREEMENT dated as of May 25, 2023 among QUALTEK BUYER, LLC (f/k/a BCP QUALTEK BUYER, LLC), a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, as...Credit and Guaranty Agreement • July 13th, 2023 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • Delaware
SUPER PRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION TERM CREDIT AND GUARANTY AGREEMENT, dated as of May 25, 2023, among QUALTEK BUYER, LLC (f/k/a BCP QUALTEK BUYER, LLC), a Delaware limited liability company and a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (“Holdings”), QUALTEK LLC (f/k/a QUALTEK USA, LLC), a Delaware limited liability company and a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER and each other Debtor (as defined below) party hereto, as Guarantors, the LENDERS party hereto and UMB BANK, N.A. (“UMB”), as Administrative Agent and Collateral Agent.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 8th, 2021 • Roth CH Acquisition III Co • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of March 2, 2021 by and between Roth CH Acquisition III Co. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 17th, 2021 • Roth CH Acquisition III Co • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 16th day of June, 2021, by and between Roth CH Acquisition III Co., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 16th, 2022 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the “Investor Rights Agreement”), dated as of February 14, 2022 (the “Effective Date”), is made by and among (i) Roth CH Acquisition III Co., a Delaware corporation (“PubCo”); (ii) each of the parties listed on Schedule 1 attached hereto (each, a “Seller” and collectively, the “Sellers”); (iii) the Equityholder Representative; (iv) the Persons listed as Sponsors on the signature pages hereto (the “Sponsors”); (v) the Sponsor Representative; and (vi) the Persons listed as Other Holders on the signature pages hereto and other Person who executes a joinder as an “Other Holder” (collectively, the “Other Holders”). Each of PubCo, the Sellers, the Equityholder Representative, the Sponsors, the Sponsor Representative, and the Other Holders may be referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein
TERM CREDIT AND GUARANTY AGREEMENT dated as of July 18, 2018, as amended by Amendment No. 1, dated as of October 4, 2019 and as amended by Amendment No. 2 , dated as of February 14, 2022 among BCP QUALTEK BUYER, LLC BCP QUALTEK MERGER SUB, LLC (to be...Term Credit and Guaranty Agreement • May 17th, 2022 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • Delaware
TERM CREDIT AND GUARANTY AGREEMENT dated as of July 18, 2018, among BCP QUALTEK BUYER, LLC, a Delaware limited liability company (“Holdings”), BCP QUALTEK MERGER SUB, LLC, a Delaware limited liability company (“Merger Sub”), to be merged with and into QUALTEK LLC (f/k/a QUALTEK USA, LLC), a Delaware limited liability company (the “Acquired Company”), CERTAIN SUBSIDIARIES OF THE BORROWER party hereto, as Guarantors, the LENDERS party hereto and CITIBANK, N.A. (“Citi”), as Administrative Agent and Collateral Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2021 • Roth CH Acquisition III Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 2, 2021, by and among Roth CH Acquisition III Co., a Delaware corporation (the “Company”), and the undersigned parties listed under “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WAIVER AND CONSENT AGREEMENTWaiver and Consent Agreement • January 14th, 2022 • Roth CH Acquisition III Co • Water, sewer, pipeline, comm & power line construction
This Waiver and Consent Agreement (this “Agreement”) is dated as of January 14, 2022, and is made by and among Roth CH Acquisition III Co., a Delaware corporation (the “Buyer”), BCP QualTek HoldCo, LLC, a Delaware limited liability company (the “Company”), and BCP QualTek, LLC, a Delaware limited liability company (the “Equityholder Representative”, and together with the Buyer and the Company, each, a “Party”, and collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the BCA (as defined below).
WAIVER AND AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • February 2nd, 2022 • Roth CH Acquisition III Co • Water, sewer, pipeline, comm & power line construction
This Waiver and Amendment No. 1 (the “Agreement”), dated as of January 14, 2022, is entered into by and between Roth CH Acquisition III Co., a Delaware corporation (the “Company”), and the undersigned, which constitute a majority in interest of, collectively, subscribers party to the Subscription Agreements, dated as of June 16, 2021 (each, a “Subscription Agreement” and, collectively, the “Subscription Agreements”), by and between the Company and such subscribers (each, a “Subscriber” and, collectively, the “Subscribers”) and include any Subscriber that, along with any affiliated Other Subscribers of such Subscriber, has an aggregate Purchase Price of at least $10 million. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to such terms in the Subscription Agreements.
ACKNOWLEDGEMENT, WAIVER AND CONSENT AGREEMENTAcknowledgement, Waiver and Consent Agreement • February 2nd, 2022 • Roth CH Acquisition III Co • Water, sewer, pipeline, comm & power line construction
This Acknowledgement, Waiver and Consent Agreement (this “Agreement”) is dated as of [·], 2022, and is made by and among BCP QualTek HoldCo, LLC, a Delaware limited liability company (the “Company”), the purchasers of the Notes (as defined herein) listed as signatories hereto (each, a “Purchaser” and collectively, the “Purchasers”), and Roth CH Acquisition III Co., a Delaware corporation (the “SPAC”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Notes (as defined below).
FOUNDER SHARES FORFEITURE AND LOCK-UP AGREEMENTForfeiture and Lock-Up Agreement • June 17th, 2021 • Roth CH Acquisition III Co • Blank checks • Delaware
This Founder Shares Forfeiture and Lock-Up Agreement (this “Agreement”) is entered into as of June 16, 2021, by and between Roth CH Acquisition III Co. (“ROCR”), BCP QualTek HoldCo, LLC (“QualTek”), and each of the stockholders of ROCR whose name appears on the signature pages to this Agreement (each, a “Holder” and, collectively, the “Holders”), in connection with the Business Combination Agreement, dated as of the date hereof, among ROCR, Roth CH III Blocker Merger Sub, LLC, BCP QualTek Investors, LLC, Roth CH III Merger Sub, LLC, QualTek, and BCP QualTek, LLC (the “Business Combination Agreement”). ROCR, QualTek and the Holders are referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.
AMENDMENT NO. 3 to the Term Credit and Guaranty Agreement and AMENDMENT NO. 1 to the Term Pledge and Security Agreement (this “Amendment”), dated as of March 16, 2023, by and among QUALTEK BUYER, LLC (f/k/a BCP QUALTEK BUYER, LLC), a Delaware limited...Term Credit and Guaranty Agreement • March 16th, 2023 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • New York
TERM CREDIT AND GUARANTY AGREEMENT dated as of July 18, 2018, among BCP QUALTEK BUYER, LLC, a Delaware limited liability company (“Holdings”), BCP QUALTEK MERGER SUB, LLC, a Delaware limited liability company (“Merger Sub”), to be merged with and into QUALTEK LLC (f/k/a QUALTEK USA, LLC), a Delaware limited liability company (the “Acquired Company”), CERTAIN SUBSIDIARIES OF THE BORROWER party hereto, as Guarantors, the LENDERS party hereto and CITIBANK, N.A. (“Citi”), as Administrative Agent and Collateral Agent.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 17th, 2021 • Roth CH Acquisition III Co • Blank checks • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 16, 2021, and is made by and among BCP QualTek HoldCo, LLC, a Delaware limited liability company (the “Company”), and the purchaser of the Note(s) (as defined herein) listed on Exhibit A hereto (the “Purchaser”), and Roth CH Acquisition III Co., a Delaware corporation (the “SPAC”).
ACKNOWLEDGEMENT, WAIVER AND CONSENT AGREEMENTAcknowledgement, Waiver and Consent Agreement • February 2nd, 2022 • Roth CH Acquisition III Co • Water, sewer, pipeline, comm & power line construction
This Acknowledgement, Waiver and Consent Agreement (this “Agreement”) is dated as of January 14, 2022, and is made by and among BCP QualTek HoldCo, LLC, a Delaware limited liability company (the “Company”), the purchasers of the Notes (as defined herein) listed as signatories hereto (each, a “Purchaser” and collectively, the “Purchasers”), and Roth CH Acquisition III Co., a Delaware corporation (the “SPAC”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Note.
RESTRUCTURING SUPPORT AGREEMENTCredit and Guaranty Agreement • May 31st, 2023 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • New York
SUPER-PRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION ABL CREDIT AND GUARANTY AGREEMENT, dated as of May [__], 2023, among QUALTEK BUYER, LLC (f/k/a BCP QUALTEK BUYER, LLC), a Delaware limited liability company and a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (“Holdings”), QUALTEK LLC (f/k/a QUALTEK USA, LLC), a Delaware limited liability company and a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER party hereto, as Guarantors, the LENDERS party hereto and PNC BANK, NATIONAL ASSOCIATION (“PNC Bank”), as Administrative Agent and Collateral Agent.
BUYER VOTING AND SUPPORT AGREEMENTBuyer Voting and Support Agreement • June 17th, 2021 • Roth CH Acquisition III Co • Blank checks • Delaware
This BUYER VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into this 16th day of June, 2021, by and among BCP QualTek HoldCo, LLC, a Delaware limited liability company (the “Company”), BCP QualTek Investors, LLC, a Delaware limited liability company (the “Blocker” and, together with the Company, the “QualTek Parties”), and each of the stockholders of Roth CH Acquisition III Co., a Delaware corporation (the “Buyer”), whose name appears on the signature pages to this Agreement (each, a “Holder” and, collectively, the “Holders”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT BY AND AMONG ROTH CH ACQUISITION III CO., ROTH CH III BLOCKER MERGER SUB, LLC, BCP QUALTEK INVESTORS, LLC, ROTH CH III MERGER SUB, LLC, BCP QUALTEK HOLDCO, LLC, AND BCP QUALTEK, LLC, SOLELY IN ITS CAPACITY AS...Business Combination Agreement • June 17th, 2021 • Roth CH Acquisition III Co • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of June 16, 2021 (the “Effective Date”), by and among (i) Roth CH Acquisition III Co., a Delaware corporation (the “Buyer”), (ii) Roth CH III Blocker Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Buyer (“Blocker Merger Sub”), (iii) BCP QualTek Investors, LLC, a Delaware limited liability company (the “Blocker”), (iv) Roth CH III Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Buyer (“Company Merger Sub”, and together with the Buyer and the Blocker Merger Sub, the “Buyer Parties”), (v) BCP QualTek HoldCo, LLC, a Delaware limited liability company (the “Company”), and (vi) BCP QualTek, LLC, a Delaware limited liability company, solely in its capacity as representative of the Blocker Owners and the Company Unitholders (the “Equityholder Representative”). Each of the Buyer, the Blocker Merger Sub, the Blocker, the Company Mer
ContractPrior Agreement • July 7th, 2023 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction
EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • December 13th, 2022 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • Delaware
This Executive Services Agreement (this “Agreement”) is dated as of December 10, 2022 (the “Effective Date”), by and between QualTek LLC (the “Company”), and Matthew J. McColgan (the “Executive”).
FIRST SUPPLEMENTAL INDENTURE QUALTEK SERVICES INC. THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Dated as of July 28, 2022 to the INDENTURE Dated as of February 14, 2022 Senior Unsecured Convertible Notes due 2027First Supplemental Indenture • August 8th, 2022 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of July 28, 2022, among QUALTEK SERVICES INC., a Delaware corporation (the “Company”), the parties that are signatories hereto as Guarantors (each an “Undersigned”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
COMPANY // BLOCKER] VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 17th, 2021 • Roth CH Acquisition III Co • Blank checks • Delaware
This [COMPANY // BLOCKER] VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into this 16th day of June, 2021, by and among Roth CH Acquisition III Co., a Delaware corporation (the “Buyer”), and the undersigned Holder (“Holder”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
