WARRANT AGREEMENTWarrant Agreement • August 2nd, 2021 • Roth CH Acquisition IV Co. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Roth CH Acquisition IV Co., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2021 • Roth CH Acquisition IV Co. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 5, 2021, by and among Roth CH Acquisition IV 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 • August 11th, 2021 • Roth CH Acquisition IV Co. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 5, 2021, by and between Roth CH Acquisition IV Co., a Delaware corporation (the “Company”), and Andrew Costa (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 11th, 2021 • Roth CH Acquisition IV Co. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of August 5, 2021 by and between Roth CH Acquisition IV Co. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
10,000,000 Units ROTH CH ACQUISITION IV CO. UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2021 • Roth CH Acquisition IV Co. • Blank checks • New York
ROTH CAPITAL PARTNERS, LLC Newport Beach CA, 92660 CRAIG-HALLUM CAPITAL GROUP LLC Minneapolis, MN 55402 August 5, 2021Roth CH Acquisition IV Co. • August 11th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Roth CH Acquisition IV 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. 333-257779) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Roth CH Acquisition IV 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 • August 11th, 2021 • Roth CH Acquisition IV 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 IV 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-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 14 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 11th, 2021 • Roth CH Acquisition IV Co. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of August 5, 2021 (“Agreement”), is by and among Roth CH Acquisition IV 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”).
January 10, 2023 Bill Roeschein By E-mail Re:Employment AgreementRoth CH Acquisition IV Co. • April 7th, 2023 • Semiconductors & related devices • California
Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated December 5, 2022, by and among Roth CH Acquisition IV Co., a Delaware corporation (“Acquiror”), Roth IV Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), and Tigo Energy, Inc., a Delaware corporation (“Tigo”), Merger Sub intends to merge with and into Tigo with Tigo surviving the merger as a wholly-owned subsidiary of Acquiror who will change its name to Tigo Energy, Inc. (“PubCo”). Tigo and PubCo (collectively, the “Company”) desire to have you remain employed by the Company under the terms of this employment letter agreement (this “Agreement”), to be effective as of the first business day immediately following the consummation of the transactions contemplated by the Merger Agreement (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2021 • Roth CH Acquisition IV Co. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Roth CH Acquisition IV 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”).
WARRANT AGREEMENTWarrant Agreement • August 11th, 2021 • Roth CH Acquisition IV Co. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of August 5, 2021, by and between Roth CH Acquisition IV Co., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 28th, 2021 • Roth CH Acquisition IV Co. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), is by and among Roth CH Acquisition IV 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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 30th, 2023 • Roth CH Acquisition IV Co. • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 23, 2023, is made and entered into by and among Tigo Energy, Inc. (formerly known as Roth CH Acquisition IV Co. (“SPAC”)), a Delaware corporation (the “Company”), CHLM Sponsor LLC, a Delaware limited liability company (“CHLM”), CR Financial Holdings, Inc., a New York company (“CRFH” and, together with CHLM, the “Sponsors”), and each of the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsors and 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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 7th, 2023 • Roth CH Acquisition IV Co. • Semiconductors & related devices • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 202[·], by and between Tigo Energy, Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
Amendment to Convertible Promissory Note Purchase Agreement AND CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note Purchase Agreement • November 7th, 2023 • Tigo Energy, Inc. • Semiconductors & related devices • Delaware
THIS Amendment to CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made as of September 24, 2023 by and among Tigo Energy, Inc., a Delaware corporation (the “Company”), and L1 Energy Capital Management S.à.r.l., the energy investment division of LetterOne (the “Purchaser”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONRoth CH Acquisition IV Co. • May 30th, 2023 • Semiconductors & related devices
On December 5, 2022, Roth CH Acquisition IV Co., a Delaware corporation (“ROCG”), Roth IV Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ROCG (“Merger Sub”), and Tigo Energy, Inc., a Delaware corporation (“Legacy Tigo”), entered into an Agreement and Plan of Merger, as amended on April 6, 2023 (the “Merger Agreement”), pursuant to which, among other transactions, on May 23, 2023 (the “Closing Date”), Merger Sub merged with and into Legacy Tigo (the “Merger”), with Legacy Tigo surviving the Merger as a wholly-owned subsidiary of ROCG (the Merger, together with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination (the “Closing”), ROCG changed its name to “Tigo Energy, Inc.” (sometimes referred to herein as “New Tigo”).
CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTConvertible Promissory Note Purchase Agreement • February 14th, 2023 • Roth CH Acquisition IV Co. • Semiconductors & related devices • Delaware
THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of January 9, 2023 by and among Tigo Energy, Inc., a Delaware corporation (the “Company”), and the purchasers (the “Purchasers”) named on the Schedule of Purchasers attached hereto (the “Schedule of Purchasers”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
STOCK APPRECIATION RIGHT award AGREEMENT for CHINA Grantees UNDER THE Tigo energy, INc. 2023 STOCK INCENTIVE PLANStock Appreciation Right Award Agreement • August 10th, 2023 • Tigo Energy, Inc. • Semiconductors & related devices • Delaware
Post-Termination Exercise Period Except as provided in Section 2, Vested SARs may be exercised for up to 90 days after termination of the Grantee’s continuous service with the Company or its Affiliates.
AMENDMENT NO. 1 TO MERGER AGREEMENTMerger Agreement • April 7th, 2023 • Roth CH Acquisition IV Co. • Semiconductors & related devices
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of April 6, 2023, is made by and among Roth CH Acquisition IV Co., a Delaware corporation (“ROCG”), Roth IV Merger Sub Inc., a Delaware wholly owned subsidiary of ROCG (“Merger Sub”), and Tigo Energy, Inc., a Delaware corporation (the “Company”) (each, a “Party”, and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Merger Agreement, dated as of December 5, 2022, by and among the Parties (the “Agreement”).
AMENDMENT TO LETTER AGREEMENTLetter Agreement • April 7th, 2023 • Roth CH Acquisition IV Co. • Semiconductors & related devices • New York
This amendment, dated as of February 23, 2023 (this “Amendment”), is entered into by and among Roth CH Acquisition IV Co., a Delaware corporation (“ROCG”), Roth Capital Partners, LLC (“Roth”), Craig-Hallum Capital Group LLC (“Craig-Hallum”), and Tigo Energy, Inc., a Delaware corporation (“Tigo”) to amend the letter agreement dated December 5, 2022 by and among ROCG, Roth, Craig-Hallum, and Tigo (the “BCMA Termination Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to them in the BCMA Termination Agreement.
FORM OF LOCK-UP AGREEMENTLetter Agreement • March 21st, 2024 • Tigo Energy, Inc. • Semiconductors & related devices
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of , 2022, by and among Roth CH Acquisition IV Co., a Delaware corporation (“Acquiror”), Roth IV Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Acquiror (“Merger Sub”), and Tigo Energy, Inc., a Delaware corporation (the “Company”), pursuant to which, at the Closing (i) Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will cease, and the Company will be the surviving corporation and a wholly-owned subsidiary of Acquiror, (ii) the Company will change its name to Tigo Energy MergeCo, Inc., and (iii) Acquiror will change its name to Tigo Energy, Inc. (the “Transaction”). Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed thereto in the Merger Agreement.
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • December 13th, 2022 • Roth CH Acquisition IV Co. • Blank checks • New York
This VOTING AND NON-REDEMPTION AGREEMENT, dated as of __________ (this “Agreement”), is entered into by Roth CH Acquisition IV Co., a Delaware corporation (the “Company”), and ____________________ (“Shareholder”).
