AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2021 • Roth CH Acquisition II Co • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 14, 2021, is made and entered into by and among Roth CH II Acquisition Co., a Delaware corporation ( “RCH”), each of the undersigned parties that are Pre-BC Investors (as defined below), and each of the other former shareholders of Reservoir Holdings, Inc., a Delaware corporation (“Reservoir”) whose names are listed on Exhibit A hereto (each a “Reservoir Investor” and collectively the “Reservoir Investors”) (each of the foregoing parties (other than the Company) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.4 of this Agreement, an “Investor” and collectively, the “Investors”) and shall become effective upon the Effective Date (as defined herein).
AGREEMENT AND PLAN OF MERGER by and among ROTH CH ACQUISITION II CO., ROTH CH II MERGER SUB CORP., and RESERVOIR HOLDINGS, INC. Dated as of April 14, 2021Agreement and Plan of Merger • April 15th, 2021 • Roth CH Acquisition II Co • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 14, 2021, is entered into by and among Roth CH Acquisition II Co., a Delaware corporation, (“Acquiror”), Roth CH II Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), and Reservoir Holdings, Inc., a Delaware corporation (the “Company”). Acquiror, Merger Sub and the Company are sometimes referred to herein as a “Party” or collectively as the “Parties”. Certain terms used in this Agreement are defined in Section 10.13(a).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 15th, 2021 • Roth CH Acquisition II Co • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 14th day of April, 2021, by and between Roth CH Acquisition II Co., a Delaware corporation (the “Company”) and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
ACQUIROR SUPPORT AGREEMENTAcquiror Support Agreement • April 15th, 2021 • Roth CH Acquisition II Co • Blank checks • Delaware
This ACQUIROR SUPPORT AGREEMENT, dated as of April 14, 2021 (this “Agreement”), by and among ROTH CH ACQUISITION II CO., a Delaware corporation (“ROCC”), RESERVOIR HOLDINGS, INC., a Delaware corporation (the “Company”), and each of the stockholders of ROCC whose names appear on the signature pages of this Agreement (each, a “Founder” and, collectively, the “Founders”).
STOCKHOLDERS AGREEMENT DATED AS OF April 14, 2021 BY AND AMONG ROTH CH ACQUISITION II CO., RESERVOIR HOLDINGS, INC., AND CHLM SPONSOR-1 LLC CONTENTSStockholders Agreement • April 15th, 2021 • Roth CH Acquisition II Co • Blank checks • Delaware
LOCKUP AGREEMENTLockup Agreement • April 15th, 2021 • Roth CH Acquisition II Co • Blank checks • Delaware
This Lockup Agreement, dated as of April 14, 2021 (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among Roth CH Acquisition II Co., a Delaware corporation (“ROCC”), and each of the stockholder parties identified on Exhibit A hereto and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with ROCC in order to become a “Stockholder Party” for purposes of this Agreement (each, a “Stockholder Party” and collectively, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
REGSTRATION RIGHTS AGREEMENTRegstration Rights Agreement • April 15th, 2021 • Roth CH Acquisition II Co • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 14, 2021 between Roth CH Acquisition II Co., a Delaware corporation (the “Company”), and each of the several subscribers signatory hereto (each such Subscriber, a “Subscriber” and, collectively, the “Subscribers”).
