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”).
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 [•], 2021Tax Receivable Agreement • June 17th, 2021 • Roth CH Acquisition III Co • Blank checks • 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 [•], 2021, 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”).
FORM OF THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QUALTEK HOLDCO, LLC DATED AS OF [●], 2021Limited Liability Company Agreement • June 17th, 2021 • Roth CH Acquisition III Co • Blank checks • 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 [●], 2021, by and among Roth CH Acquisition III Co., 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”) 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.
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 • June 17th, 2021 • Roth CH Acquisition III Co • Blank checks • 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 [l], 2021 (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 shall ha
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”).
FOUNDER SHARES FORFEITURE AND LOCK-UP AGREEMENTFounder Shares Forfeiture 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.
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”).
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
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).
