WARRANT AGREEMENTWarrant Agreement • December 3rd, 2021 • Roth CH Acquisition v Co. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of November 30, 2021, by and between Roth CH Acquisition V 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 • December 3rd, 2021 • Roth CH Acquisition v Co. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 30, 2021, by and among Roth CH Acquisition V 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 3rd, 2021 • Roth CH Acquisition v Co. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 30, 2021, by and between Roth CH Acquisition V Co., a Delaware corporation (the “Company”), and Aaron Gurewitz (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 3rd, 2021 • Roth CH Acquisition v Co. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of November 30, 2021 by and between Roth CH Acquisition V Co. (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
10,000,000 Units ROTH CH ACQUISITION V CO. UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2021 • Roth CH Acquisition v Co. • Blank checks • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2024 • Roth CH Acquisition v Co. • Blank checks • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of [DATE], is made and entered into by and among Roth CH Acquisition V Co., a Delaware corporation (the “Company”), certain investors who were party to the original Registration Rights Agreement with the Company (the “Existing Holders”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Existing Holders 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”).
ROTH CAPITAL PARTNERS, LLCAdvisory Agreement • November 9th, 2021 • Roth CH Acquisition v Co. • Blank checks • New York
Roth CH Acquisition V 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 3rd, 2021 • Roth CH Acquisition v 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 V 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.
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2024 • Roth CH Acquisition v Co. • Crude petroleum & natural gas • Florida
This Employment Agreement, dated as of April 15, 2024 (this “Agreement”), is made and entered into by and between New Era Helium Corp., a Nevada corporation (the “Company”), and E. Will Gray II (the “Executive” and, together with the Company, the “Parties” and, individually, a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 3rd, 2021 • Roth CH Acquisition v Co. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of November 30, 2021 (“Agreement”), is by and among Roth CH Acquisition V 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”).
ROTH CAPITAL PARTNERS, LLC Newport Beach CA, 92660 CRAIG-HALLUM CAPITAL GROUP LLC Minneapolis, MN 55402 November 30, 2021Advisory Agreement • December 3rd, 2021 • Roth CH Acquisition v Co. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Roth CH Acquisition V 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. 333-260907) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
DocuSign Envelope ID: 1F4BAF45-23C3-4EEE-827E-9CBD836D7DB0 FIRST AMENDMENT TO THE CONTRACT FOR SALE AND PURCHASE OF LIQUID HELIUM This FIRST AMENDMENT TO THE CONTRACT FOR SALE AND PURCHASE OF LIQUID HELIUM (“First Amendment”) is effective as of...Contract for Sale and Purchase of Liquid Helium • May 13th, 2024 • Roth CH Acquisition v Co. • Crude petroleum & natural gas
NON-REDEMPTION AGREEMENTNon-Redeemtion Agreement • May 3rd, 2023 • Roth CH Acquisition v Co. • Blank checks • New York
This VOTING AND NON-REDEMPTION AGREEMENT, dated as of __________, 2023 (this “Agreement”), is entered into by Roth CH Acquisition V Co., a Delaware corporation (the “Company”), and ____________________ (“Shareholder”).
ROTH CAPITAL PARTNERS, LLC Newport Beach CA, 92660 CRAIG-HALLUM CAPITAL GROUP LLC Minneapolis, MN 55402Business Combination Marketing Agreement • January 5th, 2024 • Roth CH Acquisition v Co. • Blank checks
Reference is made to the business combination marketing agreement dated as of November 30, 2021 (the “Agreement”), by and among Roth CH Acquisition V Co., a Delaware corporation (“Company”) and Roth Capital Partners, LLC (“Roth”) and Craig-Hallum Capital Group LLC (each an “Advisor” and together the “Advisors”).
FOURTH AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION Dated as of September 30, 2024Business Combination Agreement and Plan of Reorganization • October 31st, 2024 • Roth CH Acquisition v Co. • Crude petroleum & natural gas • Delaware
This Fourth Amendment to the Business Combination Agreement and Plan of Reorganization, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among ROTH CH ACQUISITION V CO., a Delaware corporation (“Roth”), ROTH CH V MERGER SUB CORP., a Delaware corporation (“Merger Sub”), New Era Helium Corp., a Nevada corporation (the “Company”) and Roth CH V Holdings, Inc. (“Holdings”). Each of Roth, Merger Sub, the Company, and Holdings may be referred to in this Agreement as a “Party,” or collectively as the “Parties.”
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • January 5th, 2024 • Roth CH Acquisition v Co. • Blank checks • Delaware
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 3, 2024, by and among New Era Helium Corp., a Nevada corporation (the “Company”), Roth CH Acquisition V Co., a Delaware corporation (the “Acquiror”), and each of the stockholders of the Company whose name appears on the signature pages to this Agreement (each, a “Holder” and, collectively, the “Holders,” and the Holders, together with the Company and the Acquiror, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
AMENDMENT TO NON-REDEMPTION AGREEMENTNon-Redeemtion Agreement • July 28th, 2023 • Roth CH Acquisition v Co. • Blank checks
This AMENDMENT TO VOTING AND NON-REDEMPTION AGREEMENT, dated as of _______, 2023 (this “Amendment”), is entered into by Roth CH Acquisition V Co., a Delaware corporation (the “Company”), and ____________________ (“Shareholder”).
CONTRACT FOR SALE AND PURCHASE OF LIQUID HELIUM THIS AGREEMENT made as of August 25, 2023 (the “Effective Date”) by and among NEH MIDSTREAM LLC, a limited liability company organized and existing under the laws of the State of Texas, with an office at...Contract for Sale and Purchase of Liquid Helium • May 13th, 2024 • Roth CH Acquisition v Co. • Crude petroleum & natural gas • Texas
THIRD AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION Dated as of September 11, 2024Business Combination Agreement and Plan of Reorganization • October 31st, 2024 • Roth CH Acquisition v Co. • Crude petroleum & natural gas • Delaware
This Third Amendment to the Business Combination Agreement and Plan of Reorganization, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among ROTH CH ACQUISITION V CO., a Delaware corporation (“Roth”), ROTH CH V MERGER SUB CORP., a Delaware corporation (“Merger Sub”), New Era Helium Corp., a Nevada corporation (the “Company”), and Roth CH V Holdings, Inc. (“Holdings”). Each of Roth, Holdings, Merger Sub and the Company may be referred to in this Agreement as a “Party,” or collectively as the “Parties.”
New Era Helium Corp.Business Combination Agreement • June 3rd, 2024 • Roth CH Acquisition v Co. • Crude petroleum & natural gas
On January 3, 2024, Roth CH Acquisition V Co., a Delaware corporation (“ROCL”), entered into a Business Combination Agreement and Plan of Reorganization, by and among ROCL, Roth CH V Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of ROCL (“Merger Sub”), and New Era Helium Corp., a Nevada corporation (“NEH”), pursuant to which, among other things, Merger Sub will merge with and into NEH, with NEH surviving as a wholly-owned subsidiary of ROCL (the “Business Combination”). Upon the closing of the Business Combination, subject to approval by ROCL’s stockholders and other customary closing conditions, the combined company will be named “New Era Helium Inc.”
ContractPromissory Note • March 28th, 2024 • Roth CH Acquisition v Co. • Crude petroleum & natural gas
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SECOND AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION Dated as of August 8, 2024Business Combination Agreement and Plan of Reorganization • October 31st, 2024 • Roth CH Acquisition v Co. • Crude petroleum & natural gas • Delaware
This Second Amendment to the Business Combination Agreement and Plan of Reorganization, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among ROTH CH ACQUISITION V CO., a Delaware corporation (“Roth”), ROTH CH V MERGER SUB CORP., a Delaware corporation (“Merger Sub”), and New Era Helium Corp., a Nevada corporation (the “Company”). Each of Roth, Merger Sub and the Company may be referred to in this Agreement as a “Party,” or collectively as the “Parties.”
INSIDER SUPPORT AGREEMENTInsider Support Agreement • January 5th, 2024 • Roth CH Acquisition v Co. • Blank checks • Delaware
This INSIDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 3, 2024, by and among New Era Helium Corp., a Nevada corporation (the “Company”), Roth CH Acquisition V Co., a Delaware corporation (“Roth CH”), and each of the stockholders of Roth CH whose name appears on the signature pages to this Agreement (each, a “Holder” and, collectively, the “Holders,” and the Holders, together with the Company and Roth CH, the “Parties”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
Form of Lock-Up AgreementLock-Up Agreement • January 5th, 2024 • Roth CH Acquisition v Co. • Blank checks
The undersigned understands that New Era Helium Corp., a Nevada corporation (“NEH”) has entered into a Business Combination Agreement (the “Business Combination Agreement”) with Roth CH Acquisition V Co., a Delaware corporation (the “Company”), providing for a business combination between NEH and the Company (the “Business Combination”) and the registration of shares of common stock, par value $0.0001 per share, of the Company (“Shares”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among ROTH CH ACQUISITION V CO., ROTH CH V MERGER SUB CORP., and NEW ERA HELIUM CORP. Dated as of January 3, 2024Business Combination Agreement • January 5th, 2024 • Roth CH Acquisition v Co. • Blank checks • New York
This Business Combination Agreement and Plan of Reorganization, dated as of January 3, 2024 (this “Agreement”), by and among ROTH CH ACQUISITION V CO., a Delaware corporation (“Roth”), ROTH CH V MERGER SUB CORP., a Delaware corporation (“Merger Sub”), and New Era Helium Corp., a Nevada corporation (the “Company”). Each of Roth, Merger Sub and the Company may be referred to in this Agreement as a “Party,” or collectively as the “Parties.”
FINANCIAL MARKETING SERVICES AGREEMENTFinancial Marketing Services Agreement • June 3rd, 2024 • Roth CH Acquisition v Co. • Crude petroleum & natural gas • California
THIS FINANCIAL MARKETING SERVICES AGREEMENT, including all schedules attached hereto (the “Agreement), is made as of May 21, 2024 (the “Effective Date”).
FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION Dated as of June 5, 2024Business Combination Agreement and Plan of Reorganization • June 11th, 2024 • Roth CH Acquisition v Co. • Crude petroleum & natural gas • Delaware
This First Amendment to the Business Combination Agreement and Plan of Reorganization, (this “Amendment”), is made and entered into as of the date first set forth above (the “Amendment Date”) by and among ROTH CH ACQUISITION V CO., a Delaware corporation (“Roth”), ROTH CH V MERGER SUB CORP., a Delaware corporation (“Merger Sub”), and New Era Helium Corp., a Nevada corporation (the “Company”). Each of Roth, Merger Sub and the Company may be referred to in this Agreement as a “Party,” or collectively as the “Parties.”
