INDEMNITY AGREEMENTIndemnification Agreement • December 7th, 2020 • Roth CH Acquisition II Co • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Roth CH Acquisition II Co., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGSTRATION RIGHTS AGREEMENTRegistration 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2020 • Roth CH Acquisition II Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 10, 2020, by and among Roth CH Acquisition II 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 AGREEMENTIndemnification Agreement • December 16th, 2020 • Roth CH Acquisition II Co • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 10, 2020, by and between Roth CH Acquisition II Co., a Delaware corporation (the “Company”), and Daniel M. Friedberg (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 16th, 2020 • Roth CH Acquisition II Co • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of December 10, 2020 by and between Roth CH Acquisition II Co. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENT by and between RESERVOIR MEDIA, INC. and as IndemniteeIndemnification Agreement • June 21st, 2022 • Reservoir Media, Inc. • Services-amusement & recreation services • Delaware
THIS INDEMNIFICATION AGREEMENT, dated as of [ ], 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and between Reservoir Media, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in Article 1.
10,000,000 Units ROTH CH ACQUISITION II CO. UNDERWRITING AGREEMENTUnderwriting Agreement • December 16th, 2020 • Roth CH Acquisition II Co • Blank checks • New York
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, 2021Merger Agreement • 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).
ROTH CAPITAL PARTNERS, LLC Newport Beach CA, 92660 CRAIG-HALLUM CAPITAL GROUP LLC Minneapolis, MN 55402 December 10, 2020Advisory Agreement • December 16th, 2020 • Roth CH Acquisition II Co • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Roth CH Acquisition II 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. 333-250937) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Roth CH Acquisition II 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...Underwriting Agreement • December 16th, 2020 • Roth CH Acquisition II 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 II 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 13 hereof.
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).
WARRANT AGREEMENTWarrant Agreement • December 16th, 2020 • Roth CH Acquisition II Co • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of December 10, 2020, by and between Roth CH Acquisition II Co., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
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).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 28, 2021 among RESERVOIR MEDIA MANAGEMENT, INC., as Borrower RESERVOIR MEDIA, INC., as Parent THE LENDERS FROM TIME TO TIME PARTY HERETO, and TRUIST BANK as Administrative Agent TRUIST...Credit Agreement • July 28th, 2021 • Reservoir Media, Inc. • Services-amusement & recreation services • Delaware
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of July 28, 2021, by and among RESERVOIR MEDIA MANAGEMENT, INC., a Delaware corporation (the “Borrower”), RESERVOIR MEDIA, INC., a Delaware corporation (“Parent”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and TRUIST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 7th, 2020 • Roth CH Acquisition II Co • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [____], 2020 (“Agreement”), by and among Roth CH Acquisition II 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”).
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).
PRIVATE AND CONFIDENTIALLetter of Employment • July 1st, 2021 • Roth CH Acquisition II Co • Services-amusement & recreation services
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 7th, 2021 • Reservoir Media, Inc. • Services-amusement & recreation services • New York
This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is made and entered into as of December 7, 2021, by and among RESERVOIR MEDIA MANAGEMENT, INC., a Delaware corporation (the “Borrower”), RESERVOIR MEDIA, INC., a Delaware corporation (“Parent”), the several banks and other financial institutions party hereto, as Lenders, the other Loan Parties listed on the signatures pages party hereto, and TRUIST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).
PRIVATE AND CONFIDENTIAL May 26, 2022 Jim HeindlmeyerOffer of Employment • June 21st, 2022 • Reservoir Media, Inc. • Services-amusement & recreation services
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 20th, 2022 • Reservoir Media, Inc. • Services-amusement & recreation services • New York
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of July 28, 2021, by and among RESERVOIR MEDIA MANAGEMENT, INC., a Delaware corporation (the “Borrower”), RESERVOIR MEDIA, INC., a Delaware corporation (“Parent”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and TRUIST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 16th, 2020 • Roth CH Acquisition II Co • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of December 10, 2020 (“Agreement”), by and among Roth CH Acquisition II 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”).
