DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • February 16th, 2022 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of February 14, 2022, by and between QualTek Services Inc., a Delaware corporation (the “Company”), and [______], an individual (“Indemnitee”).
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE QUALTEK SERVICES INC. 2022 LONG-TERM INCENTIVE PLANNonqualified Stock Option Agreement • February 16th, 2022 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between QualTek Services Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the QualTek Services Inc. 2022 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
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 February 14,...Tax Receivable Agreement • February 16th, 2022 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • 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 February 14, 2022, 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”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QUALTEK HOLDCO, LLC DATED AS OF FEBRUARY 14, 2022Limited Liability Company Agreement • February 16th, 2022 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • 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 February 13, 2022, by and among QualTek Services, Inc., 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”), the Members set forth on Exhibit B hereto (the “Noteholder 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.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 16th, 2022 • QualTek Services Inc. • Water, sewer, pipeline, comm & power line construction • 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 February 14, 2022 (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
